Heart of Stone, Heart of Flesh
by Rokubi
Summary: Will finds that hate and love are anything but opposites. They go hand and hand as they slowly pull her apart. Now she must learn to embrace life and trust in her heart, or end up lost between worlds...
1. Part 1

**I do not own W.I.T.C.H. **

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Heart of Stone, Heart of Flesh

Water. She could hear the slow lavish movement of a stream. It seemed so far away, but the knowledge that one was so close calmed her. That and something was wrapped around her like a snake. It was warm and held her tight. A foreign smell soon found its way to her which made her sigh out in pleasure.

Will opened her eyes and found it to be to dim to see at first. She lifted her hand and rubbed her heavy eyes. Soon she found that she could make out the ceiling of what she now knew to be a cave.

A cave? Yeah that sounded about right, they were fighting in a cave last time she checked. But still something felt off. Why was she still here? Didn't she open a portal to escape?

She scrunched up her face as her brain finally clicked on. She did open the portal and she was about to go through it, as she was the last one of her group left in the crumbing cave, when Phobos had attacked her. Will had evaded it and did a quick circle around him to throw him off and dashed to the still open portal only to stop in mid-air for some reason. All she could think of doing was closing the portal before everything went black.

So the question was clear to her. Was she captured? If she was she wasn't worried. It wouldn't be the first time for it that's for sure. It's not like Phobos ever harmed her while in his care. In no time, either by her friends doing or her own, she will be free.

Will sat up. Or at least tried to, but there was a weight on her mid-section that was holding her down. She bent her elbows to support herself and look to see what was the obstruction.

"A leg...?" Yup, there was a thick man leg chillin' right across her. She followed the leg, that disappeared under dark robes, until she saw the owner of said leg. "Phobos!?" She stuttered. She now had a good idea of what was really going on.

When she tried to trick Phobos with her little stunt earlier she must had gotten tangled in his hair (bound to happen with all of the hair he's got) and they both where knocked unconscious (well the cave was falling down). Then they landed in a heap together with his hair still around her and him bent at such an odd angle that she knew when he woke up there was going to be hell.

Wake up? "No!"She quickly covered her out burst and look to check on the sleeping man next to her.

His face was peaceful. Phobos was never peaceful. He was all arrogance and hate. He never let his guard down.

But now it was and Will found that she had to watch him. Watch the man that has been the object of her hate for so long. The man that has tricked her deceived her and betrayed her (she did see the betrayal coming) sleep. She felt crazy.

His head piece had fallen off and bits of hair came gently over his face. A very handsome face... She shuddered.

"How hard did I land on my head?" She whispered to no one.

It was no secret that Phobos was attractive. Her friends use to joke about it. After they first fought him comments on how rotten he was could be over looked for that pretty of a face made her skin crawl. Out of all of her friends she refused to admit that he was remotely appealing to her. And out of all her friend she was the aways the one with the most anger and hate towards him. Irma would tease that love comes with hate, but soon stopped once the fighting became often and more vicious. Soon the only time his name was spoken was when something awful had occurred or they had to create some type of plan against him.

Will felt like she was in a daze. Like there was something else she needed to do, but it was just out of her grasp. For comfort she reached for her pendent.

She gasped. "Where is it?!" The Heart of Kandrakar was gone. And now that she noticed, the Seal of Nerissa was gone too! But before she could contemplate it any more a groan next to her grabbed her attention.

She watched as his eyes opened. Showing his clear pricing blue eyes. And for one moment, before he knew where he was and who he was with, before her mind became filled with all the ill-will she has for him, they just looked at each other. Just looked with fresh eyes and saw something in the other. Something that was always hidden from them with the confusion and chaos in the worlds. They saw themselves in the other. They saw a friend ship that never could be and never will. And they saw something greater as well. They knew that if the other was only born in their world it would have work. If he was in hers, he would have never been over looked and dismissed. If she was in his, she would bring the gentle strength needed to calm his heart.

Will found that the hate never came and all she wanted was to look into his eyes. And she found that she had to be closer. So she found herself hovering over his face. Confusion entered his eyes as she tipped her head down. She looked for rejection and she never saw it- she pressed her lips to his. A trill came to her. Her whole body hummed in happiness and her heart jumped in her rib cage. She kept her eyes open and watched his reaction. The confusion stayed but for a different reason- the kiss made him shiver. He pressed back harder on her lips and his hand found its way in her short ruby hair.

They both closed their eyes as they let themselves descend in to bliss. As they let themselves have a taste of the forbidden fruit.

She pushed the kissed on, deepening it. Her tongue, with a mind all its own, licked at his lips. Only to dart between them and sucked on his teeth. His mouth came alive and worked with the experience of many ages. Soon she was fighting for dominance of her own mouth. She was not about to back down and neither was he. It was exciting her beyond her control.

She was so use to letting her boyfriend dominate their encounters that she didn't know what she really wanted: A battle. Every now-and-then she would take control out in public and later he would tell her how uncomfortable it made him. So after a while she just gave in.

But not now. She bit down on her companion's lower lip and sucked on it. Causing him to let out what sounded like a growl. She smiled into his mouth as she sent her tongue back in.

She let out a small "omph" as she was tossed on her back. In a flash his hair was untied from around her and he loomed over her. His arms rested on both sides of her head and their lips where only inches apart. To her surprise he dipped his head to the right side of hers. There he gave a slow lick to the junction of her neck only to be followed by many bites, kisses, and him freely sucking on the abused spot. One hand went to her hair, where a gave a small tug.

She moaned and arched into him. She laced her hands in his silky hair and wrapped her leg around him. She could feel his moans on her skin and it was like fire was shooting down to her core.

Then they moans each others names. And she became Will, the leader of the Guardians, and he became Phobos, the evil prince. The two people that would never be together.

So they tore apart and looked and the damage they had done. Marks they left in the heat of passion instead of the heat of battle.

Will looked to his lips and saw that they were bruised and puffy. Phobos could easily see the large mark he had placed on her neck. There was no missing it.

Will took a step back from him. Her hate for him seemed more now out of obligation.

She stumbled back and looked down at the thing she stepped on. It was the Seal of Nerissa and next to it was the heart. She looked at them for what felt like years before she picked both up. She walked over to Phobos and handed him his staff. He just stared at her with and unreadable expression as he took it. His hand brushed hers for second and seemed to want to linger there.

She stepped back and activated the powers of the heart. Her wings hummed as she floated off the ground.

"This never happened." She whispered as she open a portal behind her. She waited for him to say something. Anything. But he didn't. He just looked on as she flew backwards into the portal. Since she couldn't tear her gaze away from him.

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**A/N: **Don't hate. You know you love them too. (pokes readers until they smile) See, all good here. ^.^ Review luv!


	2. Part 2

**I do not own W.I.T.C.H.**

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"What is this!?"

Irma, Taranee, Cornelia, Caleb, and Hay Lin all jumped at the loud out burst.

"What was that?" Hay Lin wonder.

"Sounded like Matt." Taranee offered.

"Yeah, but what's got him so worked up?" Irma pondered.

"I bet its Will." Cornelia said as she stood up and headed for the stairs leading out of the basement.

"He did say she would be here around now." Caleb remembered. He got up and followed his girlfriend.

"Hey you two! Leave them alone." Irma scolded. "Let them have their lovers quarrel."

"Yeah, just wait until they're done." Taranee said as she went over to pull Cornelia away from the door.

"Aw, come on you guys! Don't you want to know what's got mister softy all worked up?!" She said with an gleam in her eye.

"I do. He never sounds that mad." Hay Lin was now giving Taranee a small push up the steps. "Come on, they won't even know where there!"

"Fine." Irma then grinned. "But I'm first!" She giggled as she shot past them and took the lead.

"Hey! No fair!" Cornelia pouted as she went after her friend. Hay Lin was next pulling a reluctant Taranee behind her.

"Women." Caleb sighed as he brought up the rear.

"I'm not lying!" The shrill scream from Will made them all quicken their pace.

They all peeked around the door way that lead to the front room. Their heads lined both sides of the frame.

Will and Matt stood across from each other. The front door was still left open and a cool winter breeze was blowing in.

"Then why try and cover it! Huh? If it was just from fighting?!"

"One!: It's cold outside if you've haven't noticed! I need to wear a scarf! And two!: I knew you would over react! I was just going to let it heal!"

"I was with you and I don't remember you getting hit on your neck!"

"It happen after you went in the portal!"

"Oh! Did a rock hit the _side_ of your neck!"

"I just told you what happed!"

"You told me some crap about an enemy getting close enough to _you_ to _bite_ you! Do you think I'm stupid!"

"I thought you where my boyfriend who was suppose to take my word for it! Not accuse me of cheating on you!" A part of Will turned at the fact she was lying. But he could never find out. None of them could. They would call her a traitor if they knew she had the seal in her hands but gave it to Phobos. If they knew all that she's been thinking about since she came back last night was of him, then they would freak. Her stomach tossed as the guilt she was feeling was eating away at her insides.

"Will tell me who he is!"

"Who!"

"The bastard that gave you that hickey!"

"It's not one for the last time!" Will could now feel the presents of her friends. She was aware of them watching her and trying to see the source of the problem.

Will needed a distraction for a moment, so she twisted her head to look at the group at the door. She put on a shocked face like she had no clue they were there.

"Hi." Irma gave a small wave and stood up straight. Soon the others followed.

Matt looked over at them and his anger died for a second. That is until Cornelia bounced into the room and over to Will, where she pulled aways the already lose scarf.

"Wow girl." She gave a whistle. "That looks bad."

"Tell me what does that look like to you!?" Matt pointed at Will's neck.

"A hickey. A hickey that you didn't give her, or there wouldn't be all of this yelling."

"Right!"

"It's not a hickey!" Will yelled as she pushed Cornelia's hand off of her. "I got it from fighting last night!"

"That doesn't look like any battle scar I've seen but if Will says she got it from fighting, well I believe her." Irma went and stood next to Will to give her some support.

"Matt calm down. You know there are some pretty strange creatures out there. And there are a few that I've seen that can barely touch you but can really bruise you up." Caleb reasoned as he walked over to Matt and put a hand on his shoulder. Matt let out a long breath and looked down at his feet.

"I know its possible. But it still doesn't fit to me."

"I know!" Cornelia chipped. "Just let Taranee pop into Will's mind, find that bit with the evil bitty monster, pop it over to Matt, and let him see for himself!" She said it like it was the simplest thing in the world.

"No!" Both Will and Taranee yelled at once.

"What! Why Will? Just show him and he'll drop it.!"

"I hate to say it but Cornelia's right." Irma said.

"I thought you said you believed me!"

"I do sweetie! It's just we can't afford to be divided right now!"

Will froze. They where right. They needed to be acting as one to finish the plan. But here she was messing it all up.

"Well I'm not doing it!" Taranee said as she folded her arms. Guilt and shame washed over Will as she was grateful that the question where now moving to Taranee.

"Taranee why not? If Will is okay with it..." Hay Lin said as looked her in the eyes.

"She is **not** okay with this and neither am I. There is no reason why I need to invade her mind so Matt will believe her! He should take her word for it!"

Will gave Taranee a small smile. The first smile since- No she can think of that right now.

"But this is easier and-" Taranee cut Cornelia off.

"And nothing! Every time you don't believe something someone tells you, you can't just jump in their head. You have to just put your trust in them."

Yeah trust...

"... Your right." Matt sighed. "I need some air."

And with that he left.

"Hey, you okay?" Irma gave Will a pat on her shoulder.

"Yeah." She gave a sigh.

"You want me to heal it?" Cornelia offered.

For a moment Will wanted to say no, but that was illogical and it would only bring on more question. And why would she care if his mark was gone? It was better this way.

"Yeah that would be great."


	3. Part 3

**I do not own W.I.T.C.H.**

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Blunk was captured. Yeah, that's why she was here. That explains it.

But does it explain why she split up with Taranee? Why she said she had to check something out because the heart was pulling her? And when she said that she knew that she didn't mean the one glowing around her slim neck.

It doesn't explain, yet when her eyes fell on him she found that it didn't matter.

He was bathing.

His head was resting on the out cropping of smooth rock behind him with his eyes closed. His arm were on a lower part with his forearm hanging off. His fingers brushed the surface of the steaming water that blocked everything below his pecks.

He was peaceful.

She could see a small cut on the edge of his lips...

Her wings gave out and she swallowed.

"Cedric, I told you not to bother me." Phobos annoyed voice bounced off the walls.

Will smirked at her train of thoughts. "Didn't know you and the snake where that close. I'll take note, for future reference of course."

His head shot up and he froze. He narrowed his eyes and gave a small frown. For a moment she thought she saw he glance at her shoulder.

Will felt the familiar paralyzing hold of nervousness creep up her spine. She took a breathe, while doing her best not to make to look out of place, and took a step over to the row of pink flowers around the room.

"These things are so useless you know." She stoked the petal of the nearest one. A female rose up out of it and let lose a long pleased sigh, which was echoed by the closes ones. It created a chain that ran around the room and out.

"Here to join me?" His deep voice held a mocking tone in it that flare up her own.

"No, I believe you have Cedric for that Phobos. I'm here for Blunk."

"Then go retrieve your little pet. He's not here. Something I believe you know."

"Hm, Do you have any idea how easy it is to not only break in, but break out, of your castle? It's disappointing really."

"So you came to rub it in? _Really_, how immature of you."

Will twitched. Like all teenage girls she hated being called that. Well that and-

"Isn't it about time for your bedtime little girl?"

"And yours to! Old man!" She glared at him but faltered when he gave a chuckle.

"Tell me. Why are you here?" His face was emotionless but his eyes held amusement.

"To fix my mistake." She found that the words left before she could think about them. They hung lazily between them as the meaning seeped its way in.

"Mistake. What mistake could you, the holder of the Heart of Kandrakar, the last hope of the rebels, have done that would require you to visit me, the sworn enemy of you and your people, at such late an hour. And with me in such a state?"

Her eyes harden as she thought of a response but choked on it as Phobos stood up.

"Could it be about the thing that 'never happen'?" Once again his eyes fell to her shoulder and it clicked why; he was looking at her neck. Her neck that no longer held the mark of their encounter on it.

Will kept her eyes on his face. She would not look. She would not let her eyes trail down down down. Over his chest, past his tone stomach, to where the water met his body. Where the steamy water hid from view all but a small strip of impossibly white blond hair...

She tore her gaze away. She found that her heart rate had sped up and her mouth hung open. She snapped her betraying mouth closed and formed her hand into a claw. Quintessence shot from it as the smirk on his face came back in full force.

Then she found the emotion that she had been looking for for days: hate. But it was for herself, not for the man standing naked only a few feet away. Oh no, for him she held the reason that her hate was for herself.

For him she felt only lust, and she felt revolting for it.

"Ah, so you wish to fight me. It would seem that in my current state that you would indeed have the upper hand. But as you _know_ even with out the use of my staff you are _no match_ for me." His voice held the high-and-mighty tone that burned her blood. It made her want to knock that stupid grin off his face and just-just take control. She wanted to because she knew that Phobos would never yield to her will. Nor would she to his. They would fight till the bitter end. Till she came out victorious.

Because she would never allow him to win. Never.

Her eyes narrowed and she found strength to hate him again. The weight that pulled her, that fed off her, that stole a bit of her every time she took a labored breathe that was followed by a smothered sob, came back as well.

"Next time we met will be your end." She spoke to him with the same tone that she use to. Before she and him...

"Same to you _child_." There was a emotion in his voice that she couldn't place. It was hard and bitter. It left her trying to match it to her own set of emotions.

The way his brows knitted together, how his teeth clenched, his fist tighten, and (for only a heartbeat) he looked away. His image burned its way in her mind. There it stayed unwavering and crystal clear.

And it was only after she left him. Only after she found Taranee and Blunk. Only after they set up their escape. Only after she was on earth walking home did she place it.

And it was only because she did the same thing he did.

Her fingers dug into her palm in anger, she pulled her brows together in confusion, and closed her eyes in shame as her thoughts went back to him.

Ashamed? Why would Prince Phobos be ashamed?...


	4. Part 4

_'Child'_

Her. It was because of her. He was ashamed of his feelings- or maybe actions she wasn't sure- for her.

She pouted as she stared at her dark ceiling. "I'm about to be sixteen." But how old was he?

She giggled at her next thought. '_I guess that makes Phobos a pedophile.' _

She blinked. "That is so creepy."

The thought stayed and formed its self in to very lewd images. She squeaked and flipped over where she smashed her face into her pillow. She twitched as sound began to play.

"Oh leave me my wicked wicked thoughts of underage sex! Let me sleep on what could be my last night before the end!" She wailed dramatically before she clamped her hand over her mouth. The last thing she needed right now was for her mother to hear her.

Yup, _that _was the last thing she needed.

Sigh, if only it was that simple.

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The next day was like any other normal day. Only without the need for magic.

"I'm sorry. Taranee was right. You were right. I trust and believe in you Will. Can you forgive me?"

He took her tears has a yes and pulled her into a loving hug.

"Matt... I'm sorry." She sobbed into his chest.

He gave a small laugh. "You don't need to apologize. Lets not fight anymore, kay?"

Will nodded but still she whispered 'I'm sorry, I'm sorry' as her tears soaked his jacket.

He rocked her side to side until she pulled away. He wiped the last few tears from her eyes.

"Wow, you must have been mad huh?" He gave her a weak smile.

"Yeah." She laughed. "Last time I was that mad I poured water on you in the locker room."

She looked up and saw a confused look mar his handsome face.

"I don't remember that..."

"It was a few weeks ago." Still he looked lost. "I was getting ready for my last race. You came in and was ignoring me so I-" He cut her off as he hit hand in his palm.

"This was when Phobos was here!"

"Yeah! Before you all... why are you shaking your head 'no'?"

"I never told you when we all put the plan into action did I?"

"Un no."

"It was the night before that. So the person you threw water on was Phobos! Not me! Ha! That is awesome!" He laughed as they walked to the lunchroom.

Will twitched (she seemed to be doing a lot of that lately) as she though back to the day...

After throwing water (a pitcher happened to be available at the moment) on 'Matt' she proceed to laugh her ass off at his pissed looked. She told him that 'A drowned fish glaring at me is suppose to scare me?' and slapped him on his back. After seeing that he wasn't finding any of it remotely funny she had wrapped her arms around him, said 'Aw don't mad.' and kissed him. At first she felt him stiffen so she ran her hands in his hair and rubbed the side of his neck. The treatment worked because she soon found herself on a bench on her back, with her legs in the air and him in between them. They've gotten hot 'n heavy before (she was still a virgin) but never in a public place. Where someone could walk in at anytime. It set her blood on fire. He touched her like he never had before, it was demanding and he was urging her to respond. His lips attacked hers and soon moved to her neck for a quick bite. Heat shot to her women hood and pooled there. _It was exciting her beyond her control..._

His hand slid the strap of her suit off as he kissed down-'Matt' she had moan his name. And he had pulled away. She had frowned but left it at that. She didn't need any marks on her skin...

She had tried to get Matt to show that side of him again but she never could. She figured that he had to be pissed to do it again. But she could never bring herself to make him mad over her own selfish reasons.

But it was Phobos... Phobos! Of all the nerve! He was going to pay! How dare he touch her like that (Forgetting the fact that she liked it and at later time did the same to him)! Oh that man was sooooo going down!

"Will? Wiiiillllll! Will!" Irma waved her hand in front of her face.

"Oh, huh?"

"What's wrong? You haven't touched your food."

"She's a little freaked."

"Why?" Hay Lin asked.

"Remember when we," Matt looked over at Caleb, "had dressed as Phobos?" Everyone gave a nod. "Well Will found out that I wasn't me at a moment that she thought I was."

"Oh... what happened?" Taranee whispered.

"Since she keeping saying 'I kissed him' with a violent twitch in her- there! See it? I'm assuming she kissed him."

Horrified gazes fell on Will.

"Oh God gross!" Taranee.

"I think I'm gonna puke." Caleb.

"Uah I bet you can still taste the dirt! Here take some mouth wash!" Cornelia.

"Ha told you love~ comes with hate~!" Irma.

"Oh Will I'm so sorry for you." Hay Lin.

Matt was just laughing at it all.

And Will didn't know what was worst; the fact that her boyfriend was taking it so well or the fact she had thought that that moment was the, well, hottest one of her relationship with him.

"To bad it didn't work." Irma mused.

"What?" Will questioned.

"Well the kiss was suppose to turn him from a frog to a prince! Not knock him down another peg on the evolutionary chart."

"...Shut it."


	5. Part 5

**I do not own W.I.T.C.H. **

Anger filled Will as she flew. Rain covered her and blinded her way. Her teeth and fist were clenched and her eyes narrowed. She couldn't think straight. If she could she would had been able to create a portal that lead right to _him_. But her body had shook so hard she nearly dropped the heart as she called on its power. Her wings ached from the distance she had to cover and the speed she took it at.

"_Phobos_..."She hissed.

The curses that followed were drowned out by the quivering land as lightening struck not more than a few feet from her. The thunder boom out of sequence with the lightening as both bombarded her at once. She gave another hiss as the reasoning behind the bad weather was clear; Phobos was upset. He held in him so much power and magic that his very mood would affect the environment around him. So the closer so came to his castle the weather, if even possible at this point, became more violent.

Coming to the very wall of the castle she made a sharp turn up so that her body almost touched the stone. She came to sudden stop as a unreasonably strong gust of wind smashed her against the jagged surface of the stone. She cursed once more as she felt it dig into her tender flesh of her head and chest. For a moment she stopped to see if the blow to her head had cause any damage to her senses. She felt the beginning of a headache and she could feel something warm and sticky among the freezing rain going down her head.

"Damn you..." She breathed to the image of Phobos that smirked back at her from her mind.

It was his fault! Everything wrong and crazy and messed up in her life was all his fault! Even now she was hurt because of him. Because he was upset for some unknown reason. A reason she wanted to know... her heart ached as she cooled down a little. She didn't like that he was unhappy. Even thought she had came here with the intention of ... what? What did she hope to achieve by coming here and yelling at him? She frowned as the real reason she came was clear; she wanted to see him.

Because tomorrow was...

No! Everything was going to be fine. The plan was going to work. It had to...

She found herself flying again. She didn't know where in the castle he would be... it didn't matter. She would search the whole castle if need be.

She found him on her first try. He was in his throne room sitting with his head facing the ceiling. His staff was clutched in his right hand and his left was holding onto the arm of his chair. The stain glass windows covered the room with a spray of lavender light with each pulse of lightening that hit.

He didn't even look human in the light, and she was starting to think that he wasn't.

She stood looking up at him through her wet bangs as she shivered. Why did she feel anything but hate for him? It made no sense. To think that all of a sudden she would want be with him and not... Matt. She felt terrible. Matt was so kind and sweet and strong and so forgiving. He loved her and she... never loved him. Yet they fit together so well. Was that the problem? Was it just too easy? Or was it too hard? She didn't know anymore, not that she ever truly did. She only thought she loved him, but it was always

_him_...

She gave a weak laugh.

"Cedric..." Phobos nearly growled.

"I am so tired of being mistaken for the freakin' snake. Really can't you call out for anyone but him?" She gave a long sigh to press her point.

His eyes snapped to her and his face harden. He stood up and in flash Will found that she was couldn't move or talk. Her body floated up to eyes level with and shot over to him. She stopped a few inches from him. Her anger flared. How dare he use magic on her! Her pendent flashed as she broke free of his hold. Her wings kept her floating as she stared him down.

His blue eyes held a sea of emotions.

"Why are you here?" His voice was low and steady. It didn't betray his eyes one bit.

"I came here because..." She had to steady her voice. Her anger grew at his greater self control. "I don't like being tricked."

"Leave." His command surprised her. She had expected a snappy come back, not him turning away from her. She felt tears prick at her eyes but she was to proud to let them fall. Even if she was now facing his back.

"You had no right!" She yelled out of frustration. Her voice cracked and her wings failed her. She landed and tried her best not to cry. "I didn't know it was you that day..."

"..." Phobos remained unmoving which only hurt her more.

"That damn day when I fell in love with Matt... I really fell in love with..." She shivered as she became cold to her very core. "You had no right to kiss me! You had no right to toy with me! I have no right-!" She shook her head to clear her mind.

Did she just confess her love for Phobos? She loved Phobos? That can't be right. None of this is right.

That day when 'Matt' and her kissed. When 'Matt' hit on those other girls and ignored her. When she became so mad that nothing was clear in her head and she knew she would do anything to be the center of his attention again. She knew that love was a jealous creature. That she wanted to be held by him again and lavish by him. To just be _there_ with him.

She moved in front Phobos so that his throne was behind her. His eyes where closed. "Just tell me that this is just some damn spell. That you hate me and are just using me to get the heart..." She closed her own eyes and felt the first tear escape its prison. But before another joined it she felt a hand wipe it away. She opened her eyes just as Phobos cupped her cheek.

"I forget how young you are sometimes..." He let out a sigh and for once looked as old as he might be.

"This was never my intention. And I know it wasn't yours. Leave Will. If you were ever found even talking to me the Oracle will punish you. They will take away your powers and, if your lucky, throw you away like the pawn you are to them." His voice wasn't harsh nor was it kind. He just stated the facts that she already knew.

She opened her mouth to speak when a noise caught both their attentions. Phobos turned and easily coved Will behind him. She pressed her back to his and listened as the noise entered the room.

It was a boy yelling to let him go.

"Sssir, I found thisss whelp in the castle." Cedric's voice hissed. Great. Just great. That damn snake.

"Let me go you monsters!" She couldn't tell his age but she could tell from the pitch of his voice that he didn't even hit puberty yet.

_'Dumb kid! What the hell is he doing here?' _

"Was he alone?" Phobos's cold voice asked with very little interest.

"From what we can tell, yes." Raythor answered.

"He won't sssay why hiss here." Cedric pipped in like Raythor forgot to mention it.

She heard Phobos raise his staff. "Why are you here boy?"

The boy gave a yell as if he was trying to fight the power of the spell but it was in vain. "I saw her!"

"Who?"

"I saw the leader of the Guardians fly here! I thought she could use my help!"

Dumb little kid! What could he even have done if she was in trouble?

"Shesss here!?" Cedric's long tail thrashed around as if he was excited. "Alone?"

"...No!" Will's heart stopped. Someone followed her? Cornelia maybe that nosy...

"Who else is here with her?"

"She's not alone 'cause she has me!"

Phobos gave a deep chuckle. "How very amusing this turned out to be. Cedric-" Phobos stopped short of his command. And Will knew why...

She was currently pulling, as hard as she could, on his long beautiful locks. Yup she was pulling his hair like a three year old. She was also hissing at him not to hurt a hair on the kid or his was going to pay.

"Cedric take him to the dungeon. Use him as bait to flush out the guardian."

She heard Cedric laugh. "Yess Ssir." Then they left the room and the throne room doors close. She wasn't sure if the coast was clear so she didn't move.

"Let go of my hair."

"Oh!" She laughed.

She gave a small yell as Phobos pushed her down into his throne and covered her body with his. He muffled her protest with his lips crashing down on hers. She gasped as her concentration broke and she powered down. His tongue took control over her mouth as he parted her legs and slipped in between them. Her skirt pooled around her waist and exposed her frog underwear.

"You will not interfere with my affairs again." He breathed into her mouth, his eyes glowing.

"You can't tel- AHH!" She gasped and arched her back as his hand touched a spot that he certainly wasn't allowed to.

"Do you understand?" Did he expected her to nod and obey? Ha! Not in this life time.

She quickly wrapped her legs around his waist and began to grind into him. He froze at her sudden action and shuddered. "I'll do whatever I want whenever I want! You have no say." She tighten her hold and bucked against him. Her lips found the perfect triangle tattooed on his neck and began to suck and lick on the spot as she worked on leaving a mark.

He tasted so good.

"Will..." Her body ached at the want in his voice. "Will stop." He pushed her away so that she was sitting in the throne. She blushed at how she was acting and looked up at him. "You can't be found here." Why was he so noble all of a sudden?

"Why do you care what happens to me?" She wanted to know.

"Will, leave." And she knew this would be the closes he came to even saying he cared for her. She would lose her family, friends, and status if they knew who her heart and body wanted. She was being foolish.

She sigh and gave a small smile. "Goodbye Phobos." She shifted to move but he was still in her way. He dipped his head down and gave her a kiss. It was long and innocent. And it made her cry.

He press his head to hers, rubbing her forgotten wound, and smiled. Then he was gone.

She looked around and saw she was out in the woods. He wasn't going to hurt the little boy...

She stood up and grabbed the heart around her neck. A portal opened in front of her and she stepped through.

"This sucks." Echoed in both her world and his.


	6. Part 6

**I do not own W.I.T.C.H. **

"_Nooo!" Please be okay. Please be alive_...

* * *

...

... ...

... ... ...

... ... ... ...

... ... ...

... ...

...

It was dark. Maybe if she kept walking she'll find... find what?

"Hello?" She called out. Was that the right word? Hmm, maybe not. Should she try again?

"Is anyone here?" Movement to her right caught her attention.

"Well, I'm here." A girl with light brown hair walked over to her. "But where's here?"

"Yeah, what is this place?" A girl with dark hair approached.

"Umm I got a better question; Who are you people!" Now a girl with long blond hair appeared.

"I can't remember." Long blue hair now... how many girls were here? " I can't remember any of you. I can't even remember my... name." She was on the brink of tears.

"Hey it'll be all right."

"Do you know who I am"

"Well, um, no but uh I'm not sure who I am either."

"So you must be in good company I think. I hope. Um none of your are like super villains right?" The light brown joked.

"Come on think! Theres got to be a way to make us remember." She spoke. She felt like she needed to take charge. To guide them.

"No we can't fight this." The dark haired one held out her hands. She grabbed the two girls closes to her and so on until everyone was connected. She sat and everyone followed. "Something tells me we have to let the memories flow. Yield to the memories. Let them wash over you."

Okay she sounded a bit crazy but hey, what did she have to lose?

Behind her closed eyelids she could see, could feel, a bright light engulf them.

It was like they all could see, yet they where still lost in the darkness. They could hear everything but still was left with so may questions. And it hurt! Her heart hurt!

No! She had to stay away! She didn't want to know! The dark was blissful and cold and kind. She wanted to stay! Away from the pain and fire and the sadness. Away!

She let go of the others and she pulled back. She felt something warm and wet fill her eyes. Tears. It was called crying.

"Was that you?" The dark hair one asked.

She looked up and saw that the other had tears too. Did they feel that?

"I-I don't know."

"You're so sad..." The blue haired spoked.

"Why?" Was all she could utter.

"There is only one way to find out." Their hands reached out to her.

"I.... you're not suppose to know that. You're not suppose to know I'm sad. You can never know why."

"What? Why?" The blond asked.

She shrugged. "It written there. In my heart, its all I know." Then she frowned. "Not true... I know that I..."

"You what?" Blondie again.

"I love some one very much. And it is the saddest thing I've ever felt..."

"Well that's not right..." The brown haired stated.

"Yeah love is great! I think..." Blondie closed her eyes then smiled. "I know."

"Lets find the answer." The dark haired one lead them again into the light. And she saw...

_A man stood proud and tall not to far from her. His hair was long, white, silky, perfect, smooth, soft...How did she know it was soft? How did she know that on his lip there would small cut that was almost healed. That his skin was as smooth as it looked and the red mark on his neck was from.... _

_He looked at her. It made her heart stop and her limbs weak... _

_She was sad and... determined. He had to keep coming. To step into this world... And he did. _

_And her mind told her it was over. That he was alive and safe and-_

_Gone._

_He was gone! Eaten alive by that vile snake! So she screamed._

_Screamed because the fighting was still going and he- he was gone. Gone. Her mind was in chaos. This wasn't the way it was meant to be! It was over! For one beautiful moment..._

_The snake will pay. It had to died. It was always in her way! Death will be its release! _

_She held back her pain and moved forward. _

_Then someone pressed the fast forward and the rewind at the same time. Memories washed away her confusion and pain. _

_Then like a puzzle with the last piece found underneath the couch, it all came together. _

_He was Phobos. _

_And she was Will._

_He was alive._

_And so was she._

_And they where enemies. _

_And she... was in love. _

_And she had to come back because someone she knew was calling her. _

_...But where was her body? Hm odd, she was in it yet they were saying that she wasn't. That made no sense at all. _

_She saw with uncaring eyes and heard with deaf ears. If she stayed like this then she could be happy. Free from everything. _

_Everything but her want. Her want for him. For his touch, his hold, his kiss, his voice. _

_If she found her other body she could feel him. Touch him. Kiss him. _

_So she looked for it but didn't know where to start... She wanted, no, needed it-_

"Will! Ah, okay, now that's a trick we're not trying again soon."

"Matt!"She flung herself in his arms.

"Lets get you home." He said with a smile. She gave a brisk nod.

It was over. Finally over...

Yet as she spotted Phobos's form laying a few feet away, knocked out in the snow, and a smile touched her face, she knew something else was starting.

Somethings that could very well damn her.


	7. Part 7

**I do not own W.I.T.C.H. **

* * *

Her hair was a little longer. By an inch or two maybe.

Will leaned in closer to the mirror as she tugged and pulled on her hair. Maybe it would grow just a bit more if she did...

The bathroom sink dug into her stomach as she stood on her toes. She was so closes to the mirror that the fog of her breath was obscuring her image.

She almost regretted cutting her hair as a little girl now. Having it short saved her time and it was easy to manage. But she wanted a change in her life. No, she needed a change, and growing her hair seemed the easiest. Her moms grew like mad so why didn't hers? Oh this was driving _her_ mad! She has been trying for months now! Months! It took less time to save a damn plant than to grow her hair! Hell! She could probably grow an arm sooner than her hair!

"RIBBIT! RIBBIT! RIBBIT!"

Will was a grateful that she was at least to close to smack her face into the mirror as she fell forward into it. She pushed herself away and looked around her small bathroom. Seeing her pants that she had tossed on the floor she bent down and retrieved her cell out of its pocket.

"RIBB-"

"Hello?" Will huffed.

"What's wrong with you? And _where_ are you for that matter?"

"Nothing and getting ready. Why?"

"You're late!"

"Am not."

"Are too!"

"It's only seven."

"And we were suppose to meet at six!"

"Nooo, Hay-Lin said at eight!"

"We changed it to six because of the skit!"

"What skit!"

"What do you mean what skit?! The one for the fair!"

"Again. What skit!"

"Do people tell you anything anymore!? Just get your ass down here ASAP!"

"Where!?"

"The fair!" click.

She looked down at her cell. CORNELIA. CALL ENDED.

"What skit?" She mused out loud.

As far as she knew the school had a Halloween skit contest every year at the fair. And last year they had won. By accident of course, but that didn't stop people from school and town from telling them how awesome it was (that and the fact they didn't know it was all real) and that they should do another one this year.

They had all agreed to refuse to do one. Seeing that whenever they missed used their magic something usually went the worlds-gonna-end wrong. Also, it seemed unfair to take top prize away from someone who really tried their hardest on a skit.

Why would they change their minds? And forget to even tell her?

She clicked on contacts and went down to Taranee's name. If she wanted a straight answer she could get one from Taranee. Unless they got to her first. And as her call went straight to voice mail she knew that they did.

"SO! Its a conspiracy!" She fumed as she spun and pointed to her mirror twin, her phone still in hand. "I shall not back down!"

She tossed her cell on the counter (_"OW! Don't be so ruff!" _The phone whined) and stepped into the shower.

* * *

It was colder than last Halloween. She was sure she was going to catch a cold with her wet hair, even with her hood on.

She was at the fair but no one would pick up to at least tell her where to go.

"_Where r u?" _Was sent to the four conspirators.

RIBBIT!_ "At the stage." _ Came Conelia's reply. No one else sent anything back.

"So where's the stage?" She tried to blow a piece of hair from in front of her face but it was to wet.

RIBBIT! She looked back at her cell. _"Its n middle of fair." _RIBBIT! _"Hard 2 miss."_

She looked up and could make out just the top of something that was brightly lit. "Maybe."

RIBBIT! _"HURRY"_ She glared back at her cell phone like it had actually said it.

RIBBIT!_ "NOW". _She was tempted to turn around and go back home.

RIBBIT! _"WILL COME ON"_

"_Im walkin as fast as I can! Its not like I can fly!" _She sent it before she really thought about it.

RIBBIT! _"U CAN AND WILL" _

Looking around she saw no one was really paying attention to her since people with costumes where way more interesting. But it wouldn't kill them to wait...

She ended coming up behind the stage. Groups of people took up the entire area. Some stood working out last minute moves of their skit and some came walking out of booths that looked like they where made into dressing rooms.

"Will! Finally!" Cornelia bulldozed through a group of zombies, moans of protest followed, and grabbed her arm.

"Come on!"

"Why!"

"Just come on!"

Going back pass the zombies ("Uhhh brains!" "AH! Don't drool on me you freak!") and a group of pirates she did notice behind them ("Arg! Its be that wretch again!" "Don't point that at me loser!") they came to one of those booths-made-into-dressing-rooms.

She was pushed inside.

"Ah!" She had been pushed into some one. Realizing the person was taller than her, she looked up while apologizing. "Sor....ry...." Her hands that she had put in front of her tighten on the black fabric underneath it.

Blue eyes. _No._ Icy Blue eyes.

Blond hair. _No._ White blond hair.

Light skinned. _No._ Pale skinned.

Phobo. _No. _Not _Her_ Phobos.

His smile was _trying_ to be that high-and-might smirk.

His playful eyes _trying _to be cold and uncaring.

He was _trying_ to give off an air of power and authority but was to stiff.

He was not Phobos and her heart dropped.

She pushed who ever it was away.

"Hello Will." The voice was right. Too happy, but right. She shivered.

"Phobos?" She nearly whispered. Damn! She knew it wasn't! Why did she sound so hopeful!?

"Nah! Got ya! Like my new look?" The Not Phobos grinned.

"Look?..."

"Yeah for the skit! Its me! Matt!" Not Phobos struck a pose.

"Matt?" She was so NOT about to cry right now.

"Geezzz don't sound to happy there." Not Phobos rolled his eyes. _"Y_oU'D _thIN_k she _was disA_ppo_inted it _wASn'_t PHObos h_erE!_"_

"I am not!" She yelled while poking him in the chest.

"What? Happy? I knew that!" Not Phobos said defensively.

"No! Disappointed!" She folded her arms and huffed. He gave her an odd look and opened his mouth to respond.

"And now the gangs all here!" Cornelia yelled as she charged in. Pushing her into Not Phobos. "Well at least Matt's ready!"

She was followed by Hay-Lin (well she though it was her, all her could see under the massive teddy bear was two blue pig-tails), Caleb (covered in water), Irma (eating cotton candy), Taranee (she had won a goldfish in a bowl and was watching its every move), Napoleon (who jumped on her shoulder), and Blunk (didn't see him but could smell him).

"Hey doll. Mr. Huggles sends his love." The black cat purred as she rubbed his head.

"He's watching over my sis." Cornelia said off hand as she looked over Not Phobos and gave a nod. "Perfect!"

No he's not! Anyone could tell he wasn't the real deal! He didn't give off that air of I'm-so-much-better-than-you! And she didn't feel the urge to punch him in his face!

"At least you like it." Not Phobos _pouted_. Pouted! Ugh her head hurt. "What happened to you?" He looked at Caleb.

"I don't want to talk about it." He glared from under his wet bangs. He sneezed.

"Dunk tank." Napoleon whispered as he settled down on her shoulders. He was tense though...

"What up with you?" Will raised an eyebrow to the jumpy cat.

"It's All Hallow's Eve, kitten. It could very well be my kiss off."

"And all he's done is whine about being with you all day!" Cornelia's annoyance was clear.

"This ain't no ring-a-ding-ding time! I'd be a twit not to!"

"Your just a big old wuss."

"And you're nothin' but a curve."

"Uh! You can't stay on Will all night! We have a show to do!" She grabbed him and tried to pull him off.

"You wacky babe! Stop gumming the works!"

Will stopped her. "What show?"

"Didn't get the low down eh? You're gonna wanna take a powder after this."

"It's not that bad."

"We're in the show?"

"Not really?"

"What do you mean not really!?"

"We're like a closing act!" Hay-Lin spoke up from her make-shift bear chair.

"We're making sure everyone get's their money's worth. I mean have you seen the other acts! Zombies and trolls! It's like a cliché graveyard out there!" Irma was now licking her fingers.

"I thought we agreed not to enter!"

"We didn't enter! We're just a bonus! Principal Knickerbocker asked us to. Said ours was so good last year we should do another." She paused and looked up. "Her exacted words "What happens in the Age of Phobos!" and something about the cartoon shown down town..."

"No. You know stuff like this always back fire. And with the Heart of Earth at risk..."

"Aw come on. We can handle anything that comes our way." Cornelia chipped. "Plus you're out voted."

Out voted? How can she be out voted when _she _has the heart?

"Please our little Pink Perky Poopy Pumpkin?" Irma grabbed her hands a pleaded. Will flamed red at her mother's nickname for her.

"F-fine! But I'm not going to be in it. Someone has to watch over Napoleon."

"Sounds keen to me, sweet mama." He purred.

"Fine, we'll just say you were killed by Phobos or something." Cornelia flapped her hand at Will.

"Hey!"

"We need a story line!"

* * *

Will stood on top of a light post hidden by glamour. She had a perfect view of the stage from her spot. She was at the very back of the crowd of people watching the skits. They clapped as a group just finished.

"Ah, well that act was all wet." The black cat on her shoulder yawned.

"Mm-hm." She wasn't paying that much attention to any of the acts. She was staring at the clock tower. Just an hour to go... Why did she have such a bad feeling? Something was going to happen, she just knew it. And it seemed all the more likely since no one would listen to her. Did they have any sense at all? Now it was up to her to watch over Napoleon... Maybe she was just overreacting. Who out there even knows about the Heart of Earth? Let alone that on Halloween night the Heart of Earth's familiar is vulnerable which means that the Heart of Earth is up for grabs. Really, if anything Cornelia's sister would be the one in danger, and Mr. Huggles is with her.

Will pulled the cat off her shoulders and hugged him to her chest. He started to purr as she rubbed his head.

"Napoleon... I have a really bad feeling."

"You and me both..."

"We only have an hour left."

"Babe, you took down Phobos and Cedric in _half_ that time. A lot can happen in an hour..."

"..." Yeah that made her feel better! This was killing her! This waiting! Would something just happen already!

"Gotcha!"

Will stiffen and looked down. Then relaxed seeing that it was just two teenagers chasing a kid. She gave a small laugh.

"Guess I'm on edge." She let the glamour fade as she calmed down.

"Ug!" She looked down at the strangled noises to see that she had the poor cat in a death grip.

"Oh! Sorry!" She loosened her hold. He gasped for air.

She didn't see the shadowy figure emerge from between two booths.

She didn't hear the incantations from below.

She didn't notice the energy blast shoot towards her and Napoleon until it was too late to move.

She wrapped her arms around the black cat (she wondered should she throw him and let him try and make it to the others, but the risk of him getting caught seemed too great) and curled around him.

The blast hit her square in the back. She bit her lip, readying herself for the pain, but it never came.

The blast had knocked her foreword and she used to motion to flap her wings and fly. She shot off like a rocket into the sky. Once she felt she was high enough she twisted and looked down.

Who ever it was was gone. And there was no way of picking who ever it was out of the crowd. Not on Halloween night...

"Will!" She looked down at the cat in her arms. "How bad are ya hurt! Let's shake a leg and get some help! Will!"

She was still in a daze. Why wasn't she hurt? Not that she really wanted to be! But that was a pretty strong blast! She should had been knocked out at lest from the force of it. Why was she fine? Not even a scratch or a little tingle?

"Will!"

"I'm...fine." She frowned and looked back at the spot the blast had come from. Some people where looking around and seemed confused... maybe they saw what just happened. If she could get Taranee maybe she could read their minds.

"Are you sure?" He sounded doubtful.

"Yeah. Some how..."

He climbed onto her shoulder and took a look at her back for himself. "You sure are one hard boiled dame! Thought we had to call the meat wagon for a moment there!"

She was watching where the "witnesses" where going. She didn't recognize any of them and knew if they wandered off she might not be able to find them.

A guy mummy, a couple dressed as some flashy Hollywood icons, a kid dressed as a dog with her dog wearing people clothes, and the kid's mom dressed as a cat.

And to her luck they all went to watch the performances!

"Will!" She flinched as he yelled into her ear. "Don't just float here! Move!"

She nodded and flew towards the stage.

"Do you have any idea who attacked us?"

"Not a one, sorry to say."

"That blast... it felt strange..."

"..."

She dropped down in front of the booth her friends where in. Not wanting to stay another minute out in the open she ran in.

"Will! Here to help after-"

"Some ones after Napoleon." She cut off Not- _Matt_.

"What? Who?" Taranee rushed to her side.

"Don't know. I was hit with some weird energy blast and then they disappeared."

"Are you hurt!?" Cornelia asked.

"I'm fine."

"By some twist of luck. That blast was meant to kill." Will watched at the cat as he jumped on Cornelia shoulders and looked her in her eyes.

"Kill...?"

"Didn't want ya freakin on me out there so I left that part out."

"So why didn't it... why didn't I...?"

"Don't know."

"Maybe the Heart saved you?" Hay-Lin offered.

Will shook her head. She would have known if the Heart's powers had been activated.

So what saved her?

* * *

Taranee couldn't get anything clear out of the "witnesses" minds. They weren't thinking about it anymore so it made it even harder for her to find the memory she was looking for.

"One of them heard you and Napoleon talking... the little girl saw the blast... the others just saw the flash from the blast..."

"What did the blast look like?" Will looked down at the little girls head. If only she could read minds like Taranee could. She would look past her pretty blond hair and into her playground of a mind. At her thoughts of pure nonsense, jumping back a forth-

_Why couldn't I where a leash like Diggy does? _Who would name a dog Diggy?

_I want some more candy! _All kids want MORE candy.

_That ball was pretty! _It was roughly the size of a basketball. Blue and pink swirled on its surfaced but never mixed. But the light around it did as it gave a light purple glow...

She nearly laughed at her overactive mind.

"It was ball shaped." Taranee broke Will's thoughts. "It was blue... and pink? Hmm the size of a basketball even... that's all I can tell from her mind."

"Oh-h?" This was... strange. Maybe she got a look at it and didn't realize it?...

"She keeps thinking about her dog." She giggled. "It's name is Diggy." She giggled again.

Will's head was hurting...

She must have overheard her say the dogs name...

"Who ever it was stayed hidden." Taranee looked at the clock tower. "Only a half hour left."

_Only_...

"Let's get back to the others."

"Kay."

* * *

Nothing else happened. Midnight came and went without another attack. It was bugging her. They now had an unknown enemy out there who knew about Napoleon. Which means they would have to know about Cornelia's little sister and, in turn, them.

They had an enemy lurking in the shadows with the power to kill...

Why wasn't she dead! The blast took her by surprise and she didn't defend herself. Napoleon was shocked that she was completely unaffected.

She could feel it when the power of the Heart was used so she was certain that it wasn't a new power of hers.

Will fell on her back on bed and sighed. "Guess tonight was a success..."

No one died, the skit (she was pissed that they still wanted to do it but they didn't want to break their promise to the principle) went well (it showed them defeating Phobos and him being frozen in ice for the rest of time), Matt stopped being Not Phobos (he made a joke asking her if she wanted a repeat of the locker room. Jerk.) and she was safe in her bed.

Her eyes drifted to her desk. She stared at the center drawer where _it_. She had noticed _it_ when she was leaving the fair. She had near slipped on _it _in fact_. _She had looked down and she knew she had to keep _it_.

She had to.

* * *

**A/N**: It's really not that hard to figure out what "it" is... Anyway I have the next three chapters almost done and will post once I'm happy with them. Phobos will not be showing up for a while which makes me sad but its a necessary evil. Also when I write "Will" I sometimes write it as "will", which i find funny as hell, for some odd reason, but also a pain in the rear. So if i messed up and missed any I am sorry. Review and let me know how the story is going. ^.^ Thank-you.


	8. Part 8

**I do not own W.I.T.C.H.

* * *

**

Will could not believe what she was hearing...

"...And I said yes!"

This could not be right...

"Can you believe it!?"

No she could not. That was the whole problem!

"You're getting married?" She asked dumbly as her mother jumped. The phone in her hand fell as she turned to face her.

"Will! You're home so soon!"

"Married!" She was near hysteria! It was bad enough she was dating but... but married! She could not get _married_!

Susan scooped up the phone and told who ever it was that she would call back. Will wondered in the back of her mind who did she tell before her! Her own daughter!

"Married!" She threw her hands up in the air. "To who!?"

"Whom else Pumpkin?"

She caught her self before the word "dad" jumped from her tongue. No... it did not work the first time so why would it work now? He had his bad qualities but still who else could she call dad? Plus he was getting re-married too! Has the world gone mad!

She thought about her mothers (she shuddered) _dating life..._

"Mr. Collins?" They had broken up for the second time last week!

"Yes!" Will could almost _see_ the stars in her mother's eyes.

"Why?"

"Because I love him." She said it so calmly and there was nothing but truth in her words.

"_So!" _a small voice in her head laughed. _"Love doesn't mean anything!"_ The voice was so sarcastic and cruel that it made her recoil. She felt a bitterness hit her tongue that filled her with an ache.

Love... she was doing so well these past months. It was not as hard as she thought it would be... Maybe she really did not-

"Will?" Her mother pulled her into a hug. "Aren't you happy for me?" Her voice was soothing.

Will laughed at her own insanity. "Yes. I am. He's a great guy."

She heard a small sniff. "You don't know how happy this makes me."

Hey, she gave in a lot quicker that with Sarina and her dad. Call it progress. Or maybe the reason was there was no evil witch trying to take over all the worlds that she could pin the blame on for this change in her life. Nor was there an evil prince whom minion it could be. Right now all she had was a faceless enemy that hasn't made a move since Halloween.

And the microwave was crying too.

* * *

Will kicked off her high (on pain) heels and started to drag herself to her room.

The wedding was beautiful. Her mother was beautiful. The pure white gown went perfectly with her dark skin and hair... she was stunning.

Will hated she looked like her father all because she was a ghost next to her beauty queen of a mother. Her skin, her hair, her eyes. She was almost exotic. While Will was just a _ginger_. Carrot top. Big red. Flame. Cherry. Annie.

She was just grateful for her brown eyes. Just plain old brown eyes. Not hazel. Not brown so dark that it could almost be black eyes. Nope, just brown. People would always tell her that it was such a shame she missed out on them being green or blue. But Will was cool with it.

She shook her head to clear her down thoughts and focus back on the wedding. Her dad and his new wife were there. They had gotten married a month earlier. Will still felt like her mom had rushed her wedding when her father had waited over a year after getting engaged.

She was the maid of honor (at her dad's she was a brides maid) and saw every single tear that streamed out of her mother from pure happiness. By the end Will was in tears as well.

Susan Vandom Collins ( her mother was known professionally as Vandom at Simultech so she needed to keep it ) was leaving on a plane around ten that would jet her and her new husband off to their honeymoon. Will had convinced her father that she was big enough to stay at home alone (she wasn't sure what spiked his fatherly instincts) and had left after her mom departed (with more tear of course).

Will stopped only a few feet from the door. Someone was knocking. It was only eight but it was winter so it was already dark out. She had forgotten to turn the porch light on so the peep hole was useless.

She walked ("Ow. Ow") over and opened the door.

"Matt!" She grinned. He was still in his tux and his hair was slicked back. A few strands where still fighting for freedom. So Will decided it was about time they won!

"Hey!" He laughed as she ruffled his hair. Grabbing her hand he pulled her into a hug and gave her a quick peck on the lips. "I thought you could use some company tonight." He said it so innocently that she couldn't take it for something else. She found herself both happy and sad from the lack of a double meaning.

* * *

Will sighed as she walked into her room.

"Hey Matt..." She trailed off once she saw him and smiled.

Matt had fallen asleep on her bed while she was in the shower. He looked so peaceful hugging her stuffed frog.

Will rubbed the towel on her head as she sat down at her desk. Then seeing that that was as dry as it was going to get she threw it into the corner of her room. She leaned back and sighed again.

She wasn't sleepy yet. She had hoped they could lay in bed together for while and talk. The nagging feeling that they were drifting apart was surfacing again and wasn't sure what to do. Maybe they could spend the next week together. School was out for winter vacation and her mom wouldn't be back for two weeks so the house would be all theirs. She could wake up early and cook him breakfast everyday. Maybe rent movies and snuggle up together...

Why was her drawer cracked open!?

Did Matt look...?

Will pushed a shaky finger in the crack and pulled it open.

The flyer was still in the same spot, at the same angle, with the lower right corner bent. The only thing in the wooden drawer...

It didn't ache when she looked at him. It didn't hurt. She didn't feel lonely or lost. And crying was the last thing on her mind.

Yet she couldn't throw **it** _away_.

Why? What was this? What was she doing?

If Matt saw this all he would see is a flyer for the Halloween fair this year with a picture of Phobos as he held his staff in the air from last year.

So what if he did look?

But it felt like if he did he would piece everything together. Her moments of weakness. Her moments of betrayal. Her moments of loving someone else far more than she ever loved him...

Why wasn't this harder?

That was something she always seemed to ask her self now because she was okay. She was okay kissing Matt. She was okay wrapped in his arms. She was okay with him whispering her name. In fact she enjoyed every minute of it.

Only when a reminder came along did she doubt things. If she could erase that man from her mind she would. Just to have Matt's kisses and embraces...

Will closed the drawer as her head gave a throb. Maybe she was sleepy after all.

She climbed into bed and slipped under Matt's arm after removing the frog. He shifted a bit then smiled in his sleep.

Her heart jumped at the sight.

"Matt..." She sighed out as she closed her eyes and joined him in dream land.


	9. Part 9

Hay-Lin's grandmother was sick... Grandmothers actually...

It was still a little freaky for Will to stay in the presents of the two old women for too long. Yan-Lin and Mira-Lin had a habit of finishing each other sentences... a lot. Like more than any set of twins she has ever met in her life.

They talked the same, acted the same, yet Hay-Lin swears she can tell the difference between the two.

And right now they were both home sick with the flu. So Hay-Lin had enlisted the help of her friends to run the Sliver Dragon for the weekend.

Which was why only Will stood in the middle of the busy restaurant.

Irma's little brother had caught the flu as well and was needed at home to watch him while her mother ran errands and such. Taranee and her brother Peter had left a few day's ago to visit family out of town.

Cornelia claimed that her date with Caleb was too important to blow off since this was the first time they would see each other in a week and their first date for a month (he was spending more time in Meridian helping Elyon). Matt had to cover her shift at the pet shop (he had the choice between dealing with people and their foods or dealing with animals and their droppings. He made a smart choice in Will's opinion). And Hay-Lin was sent home by her parents to take care of the two old 'twins'.

Which left Will and Hay-Lin's mom and dad. Her jittery dad and strict mom. Fun!

"Will, are you sure you can carry all that?" Chen-Lin hovered over her as she pick up a large tray with table's six order on it. The smell of fish from the Dou Ban Yu, the chicken from the Begger's Chicken, and the pork from the Ant Climbing Trees was all mixing together and threw her for a second as she once again held back a twitch.

"Yes." For the hundredth time! "Don't worry Mr. Lin, I'm stronger than I look."

"Just yell if you-"

"I know Mr. Lin. Don't worry."

"Okay, but if-"

"I know-"

"Yes of course- ah don't balance it like that! Keep your hand flat."

"I am-"

"Yes like that. Hurry the food's getting cold."

Oh Hay-Lin owed her big time for this. BIG TIME.

Walking away with a very frustrated sigh she nearly threw the tray at some women who was yelling at her for a refill of her drink.

After running the food to the table and refilling the drinks she made a quick trip to all the other occupied tables and was relived to find everyone was fine for the moment. As she turned to head to the back to sit for a second she hear the sound she hand come to dread for the last four hours; the bell chimed as someone walked in to the Sliver Dragon.

Turning around a sense of relief filled Will as Cornelia and Caleb walked into the restaurant. She smiles at the couple.

"Don't look to happy there. We're customers, not servants." More fun!

"The Sliver Dragon does not serve your kind." Will was now forcing the smile.

"Our kind? Upper class?"

"No, freeloaders."

"Where is your manger young lady? You have some nerve!" She huffed and stuck her nose in the air.

Will laughed as her bad mood faded.

Cornelia looked around, "Hey, where's Hay-Lin? Thought ya were in this hell together?"

"Her dad sent her to take care of Yan-Lin and Mira-Lin."

"Oh, sucks to be you." She laughed.

"So its bitch mood today?" Will snapped.

"Whoa, what's up your ass boss lady?"

"Chen-Lin..." Will sighed as she glanced around the restaurant checking on the status of the customers. "Just go sit down. I'll be over in a minute."

It was then she noticed how quiet Caleb was being since the sound of his voice gave her a start. "Fine."

Will stared at the back of his head for a moment as he and Cornelia went to the very back of the restaurant, to the most secluded area of the place. Will had been avoiding placing anyone there, oping for area's she could get too quickly and see easily.

He sounded on edge.

A feeling washed over her. She knew that this was one of _those_ moments. The ones where everything changes. For the good or bad she couldn't tell.

Will jumped as a voice called for the waitress and it took a second for her to remember that it was her.

* * *

It took her longer than she liked to deal with everyone's needs. So it was a whole ten minutes before she headed to the back table. Will was amazed that Cornelia wasn't yelling across the room for her by now.

Will tighten her hold on the round small tray in her hands as the feeling from before came back in full force. A great sadness lingered behind the wall that was currently hiding them from view. The closer she got the louder the harsh whispers became. Soon she was at the corner. One more step would make her presents known, but her foot suddenly felt like boulders at the bottom of the sea; nearly impossible to move.

"You're just over reacting! Lots of couples don't see each other everyday." The pleading tone in Cornelia's voice told her the she had forgotten Will was even coming back. The conversation going on was an intimate one. One she had no right to hear. But the fear of moving and making any sound to bring attention to herself kept her frozen.

"Cornelia..." pain was laced in his words, "This is for the best." He sounded so much older than them. It was easy to forget how awful his life use to be when he acted like any other teenage boy.

"The _best_!" She hissed the word with vehement. "_Leaving_ _me_ is for the best!"

The pause was heavy, filled with anger and confusion and sadness that all bit strangely and harshly at her skin.

"My place is on Meridian."

"So is mine! I'm a Guardian! I protect the damn place!"

"Yes you do!" The rise in his voice didn't surprise her. "You put down your school books, sneak away from your family, and fight. Then you leave. Leave. This peaceful place is your world. Your home. Not mine."

"Then I'll just move in with Elyon-"

"And leave your family? Would you really leave your life behind?"

"I love you! My life is with you! Why are you doing this!" She said in a anguished cry.

"I love you too Cornelia-"

"No you don't-"

"Yes I do! This is why I doing this! I can't stand being away from you! It hurts every time I walk away. Every time I have to put Meridian or the Queen before you!"

"So your cutting me out of the picture instead of trying to make this work? Some man you are." With a snap of a chair Will's breath hitched.

Cornelia was about to turn that corner any second and find her there listening in on the most heartbreaking moment of her life!

Will pressed her back to the wall and her hand moved the tray she was hugging to her body to cover her face.

_'Cornelia is **actually** going to freaking kill me!'_

Will felt terror as she sensed a body round the corner only to stop in front of her. Time seemed to freeze as Will held her breathe.

"Let go of me."

Huh?

"No."

Moving the tray slowly down Will honestly couldn't place what was going on.

Cornelia stood in front of Will, only facing the area off to her right, while Caleb had a hold on her wrist while staring at the back of her blond head.

"Please, just let go." She sounded so broken.

"I won't let it end like this." His eyes were pleading even thought Cornelia wasn't looking.

...

Should she be insulted right now? They were acting like she wasn't even there! How rude! (Ya like spying on them wasn't...) They could at least make eye contact with her or move on because it was getting a little awkward for her now...

"_End_. Why does it matter how it _ends_? As long as it does."

"Corn-"

"Don't say my name!" She hissed. "Don't say it like that! Like _I'm_ the one hurting _you_! That's not fair!"

With that she twisted out of his grip and ran from the restaurant. Caleb hesitated only for a second before he took off after her.

The sighted of two teenager running out of the Sliver Dragon must had caught Mr. Lin's attention because he walked over to her.

To her surprise he walked right past her to stare at the fallen chair around the corner.

"I hope Will didn't let them skip out on the check..." he sighed as he rubbed his head.

Will nearly dropped the tray as her mouth hung open. You had to be kidding!

"They didn't order anything." She said, amazed at the older man's nerve to have said that in front of her.

Chen-Lin jumped and spun to look at her wide eyed. He said something in Chinese. Something she has heard Hay-Lin mutter in situations that warrant anything but nice words.

"You're pretty sneaky! I didn't even hear you!"

That was the last straw! Hay-Lin's father was officially on her list of 'People Never to Deal with Again Unless She Had Back Up'.

Now how the hell was she going to break it to Hay-Lin that her dad was crazy?

"Oh, by the way, as a thank you for helping tonight we decided to let you keep half you tips you make tonight! Isn't that nice?"

Hay-Lin.

Owed.

Her.

"Table three needs a refill Will. Hop to it."

**Big.**

"Are you sure you can carry the tray?"

**TIME. **


	10. Part 10

**I do not own W.I.T.C.H. **

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* * *

**

Will was still trying to unclench her teeth as she walked away from the Sliver Dragon.

She was pissed! Chen-Lin and Joan-Lin nearly drove her up the wall! That woman was nearly as bad has her husband! Agh! Hell even _Phobos_ wasn't that annoying! The thought of taking a chop stick and stabbing them in the eyes seemed like a _really_ good plan...

Will growled as she stomped home. The fifty in her pocket didn't lighten her mood at all since it was only half of what she_ really_ earned.

A memory from earlier washed over her and cooled her mood. And it wasn't one of a possible ex-couple...

A cup.

It was of a cup.

They had closed up and she was cleaning the last table off. She had just wanted to go home so she piled everything on her tray. The feeling in her gut told her just to make two trips but her stressed mind was begging for the sweet release of home and it had won. So it should not of been that big of a shock when a glass cup slid off her tray.

It was like the awful part in a horror movie were everything was in slow motion as the monster rears its ugly head. Once the glass hit the floor the sound would bring in the Lin's (the monster). And Chen-Lin would start talking about how he knew she wasn't strong enough to carry the tray (the bloody massacre). And all she wanted was to go home. Home. Oh, how she wanted with every fiber of her being for it to stop falling. To stop falling and just get back on the tray intact with it's little dish buddies...

And it did.

It floated in the air as if hung from a string and slowly found it's way back on the tray.

The air conditioning unit told her he was impressed. She was to dumbfounded to do anything but stare.

It took Ms. Lin calling her name from the back to wake her from her daze. Once in the back she was annoyed to no end by the odd couple and the incident slipped her mind.

Yet now walking home she was at a lost for **how** she did that... was it a new power?

The walk home was a cold one and Will entertained the idea of using some magic to quicken the trip. Yet the walk was helping her calm down and with Matt waiting for her at her house she didn't need to be moody with him.

"Hey babe. You look a little lonely."

Will turned to the voice, ready to tell it off, only to find it wasn't talking to her but a women a few yards a head of her. The man talking was grinning as he leaned against his car.

"Well I'm not. As you can see I have my son here. So kindly kiss off."

Will blinked as she noticed a little boy trailing by her side as she pulled his hand. He looked with big eyes from the man to his mother and back. The young women had said everything in a kind voice so not to worry the boy but the look she gave the man was anything but.

"Hey, just saying the little man can't keep ya company _all_ the time."

Seeing how she wasn't stopping he jump into the car (threw the bag she didn't notice at first in the back) and drove at a slow pace next to her.

"I can give ya a ride. No strings attach. Lets just talk for a bit."

Will looked to her left as her pasted a drug store and wonder if this was where the man came from.

"No. But thank-_you_." Will could see the effort the women was putting into not upsetting her son.

"Aw. Hey little guy you wanna ride don't you?"

Some part of Will told her he crossed a line because even Will's angered flared at him for talking to the kid.

"Don't you dare talk to him!" The women clenched her fist. "Piss off!"

"Mom?" The little boy's voice quivered.

Aw dang it! Will had to do something now!

Damn it! Why couldn't the asshole just hit the gas a drive himself home! Why is her night getting-!

_Screet! _

The sound of burning rubber startled Will as she grabbed her necklace ready for the unknown. To her surprise he just drove off. If he realized it was a hopeless conquest or what, she didn't know. Whatever the reason she was just glad he was gone. And from the sigh of relief the women in front of her made she knew she was too.

A nagging feeling still filled her...

_'Fine! Freaking fine! I'll make sure she gets home safe.' _She growled in her head.

Twenty minutes was all it took for the women to enter an apartment complex and for Will to change and teleport home to a sleeping Matt.

Sigh...

Guess no bonding tonight huh?


	11. Part 11

**I do not own W.I.T.C.H. **

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* * *

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It was surprising easy to get out of her Guardian duties. At least for the last year it was.

No one really seemed to care if she was there or not when it came to trips to the other worlds. Any one of the Guardians would do. Being the leader of the Guardians meant nothing to her. To her they were a team. Equal in every way and everyone one of them invaluable. Each of them held a different power and each of them a different view on a problem that they faced. So Will never minded that when she did try to enforce her power on the others she was always met with some form of resistance.

They were W.I.T.C.H. Simple as that.

But that didn't change one simple thing: They where all teenage girls. As much as Will hated to admit it, they were all crazy. Dog shit crazy. They all cried at the drop of a pin, screamed at the top of their lungs (at each other), and each was crazy(ish) in love.

Andrew Hornby.

Eric Lyndon.

Matt Olsen (the ish in her case).

Nigel Ashcroft.

And now one was missing and everyone could feel it. The sadness was shared by all and his name was never mentioned in Cornelia's presences. It was as if he had died and they really had no idea how to cope or to comfort.

The trips to Meridian had to come to a dead stop for a month. And when Blunk and Caleb both came through a fold in basement that they were all gathered in it felt all to soon.

"The Queen request your presence." He said it awkwardly as he avoided everyone's eyes.

"Well if _Elyon_ wants us, then _Elyon_ can come and get us. Not send her lap dog to fetch us." Cornelia made a point to sway her hips as she walked in front of him.

"The _Queen_ can't just up and leave-"

"Cornelia has a point. When was the last time Elyon came to Earth? Why do we have to drop everything for her." Irma butted in with a wave of her hand as she lounged on a chair. She held a great dislike for Caleb now after seeing the hurt Cornelia was going through.

"She is the Queen-"

"Your Queen, our friend." Hay-Lin good naturally pointed out.

Will could already tell were this was going to go. She had to stop this now and just get the trip to Meridian over with.

Will sighed. "Everyone cool it."

"Taranee. Hay-Lin." They both turned to her. "Let's go."

"Hey! What-"

Will cut off Cornelia. "Both of you need to chill for a bit. We are still Guardians. So if the _Queen_ of a _planet_ calls we go and at least check out _why_."

"You're not leaving us here." Irma glared at her. Will hated having Irma mad at her so she nearly rethought her decision.

"We'll be back soon." Will grabbed the heart and gave only Taranee and Hay-Lin their powers.

Both of the them looked guilty as they flew through the fold after Caleb and Blunk.

"Will!" Was the last thing she heard as she pasted through. She closed it quickly as she turned to face Caleb. Will did not even bother to look at the others. She knew they would be upset with her too.

"Take us to Elyon." She sighed as she rubbed her head.

He nodded at her and seemed to be happy that at least she was taking this seriously and was not trying to bite his head off.

* * *

The whole castle was buzzing with activity. Which was odd since it was after dark and Meridian did not have much of a night life.

"What's going on?" Hay-Lin muttered as she floated above the group.

"They scared. For good reason too." Blunk told them as he hurried along to keep up with their longer legs.

"Scared of what?" Taranee looked around as if she could spot the source of the their distress.

"Phobos." Caleb grounded out as his eyes narrowed and his teeth clenched.

Phobos?...

Why would...?

Will felt her heart stop and her whole body ached. "He... did he escape?" her voice was to pitchy! Hay-Lin gave her an odd look and so did Taranee. Dang.

"No," she and the others let out relived sighs. "but he might."

"What! We need Irma and Cornelia then!" Taranee had started pulling on Will's arm.

"No we just need Will. The queen will explain."

"Ugg, why are you being so cryptic and ominousness? Buzz kill much?" Will sighed as she pulled Taranee along. Hal-Lin was still above them but now had a deep frown on her face.

Soon they were lead to the lower levels and they entered a small room, Blunk refused to go in.

Will felt her mouth go dry.

The windowless room was filled with unearthly lights as Elyon stood not that far ahead of her with her hands stretched out in front of her towards the only other occupant in the room; Phobos.

He did not notice her yet. He was locked in a staring contest with his sister and had a deep frown on his face.

"Whoa." Both Taranee and Hay-Lin stumbled as Caleb gasped out. It took Will a moment to feel why. The amount of energy being used in the room was overwhelming and suffocating. Will pushed at the Heart to ward off the pressure of both Elyon's and Phobos's powers. It was only when she was able match the level that they were at did she feel any better.

But that caught both Elyon's and her brother's attention.

"Ug, Will what are you doing?" Taranee and the others were panting now.

Elyon looked over the three struggling to breathe. "Caleb, get them out of here and wait for me outside."

Caleb looked ready to object but slowly nodded and pulled the two girls out.

Will made a point not to look at Phobos... but she could feel him looking at her. "Elyon, what's going on?"

Elyon looked over her shoulder and gave a little smile. "The old cells weren't strong enough to hold him any longer, so we are moving him to newer ones... but it happened so suddenly that the new ones weren't ready when the old ones failed. So now I need you to keep feeding the spell to keep Phobos here while I erect the new spell for the jail."

"What? Wait, why not the others? Or I can go set up the spells." She offered in a hopefully not to panic filled voice.

"They can't stand up to his magic pressure and you don't know the thousand year old spells needed, duh." She rolled her eyes. "I know being around this jerk for a few hours-"

"A few hours!-"

Elyon frowned at being cut off. "...is not the greatest thing in the world but it has to be done."

Will sighed in defeat as common sense took over. But still..."I'm not staying in for that long."

"Will-"

"You have an hour."

Elyon looked appalled. "I can't do it in a hour! I need at least three!"

"Well I have to be home in a hour to go to dinner with my mom." This was true. She had almost completely forgotten about it till now.

"Well it will just have to wait!" Elyon huffed as her eyes narrowed.

Will stood there for a moment as not _what_ Elyon said sank in but the _way_ she said it.

Will stood a little taller as she forgot the cold blue eyes on her and focused on the younger girl in front of her. "Well then I guess I will be back in a few hours. You can hold the spell just as long as I can."

"Will what the hell is wrong with you!"

"What's wrong with me is that you seem to have forgotten that I'm your friend and not your servant! Now I have a dinner with my mom in an hour to celebrate my new baby brother so if you want my help, you have an hour."

Elyon blinked in mild shock. "Your mom is pregnant?"

"Some thing you would know if you ever came to see us anymore!" Dear God... was this all really about Elyon not visiting them? Really? With all her other problems she was still crazy enough to be upset over Elyon not visiting them!

"I know... I'm just so busy..."

"I know..." They both smiled at each other. Yup, dog shit crazy.

"This conversation is just plain revolting. Dear sister would you kindly leave so that I don't have to hear the sound of your childish whining anymore. Not that you are any better." Will looked at Phobos as his eyes narrowed in disgust at her. Will felt a mixture of emotions fill her at that look.

Anger. Hate. Confusion. Sadness. Hurt.

It hurt to have him look at her like that.

"Just show me what to do."

Elyon nodded and told her to stand as she was standing. "Let out a slow stream for your power. Once its strong enough I'll transfer the spell and it will latch on to your power. The more Phobos fights the more power necessary."

Will sighed. "Like this?"

"Yup. And here we go..."

The power was being pulled from her core and she could feel it.

Elyon stepped back as Will moved a little forward. "I'll be as quick as I can." Will nodded and then Elyon was gone.

Just Prince Phobos and the leader of the Guardians stood in the room now.

Will made her first mistake by making eye contact. Her second by looking away.

"Nothing to say after so long? I'm hurt."

"Well if my conversations disgust you then I make it a point not to talk."

She could not look at him. She could only stare at the floor and try with all her will power to think of Matt.

"I could kill you right now." Will's head snapped up and she was met with the cold blue eyes that she hated; the cold blue eyes that held a bit of warmth. Phobos looked over her with questioning eyes as he kept talking. "You are weaker than my sister. I could kill you with just the force of my being, even with my powers bound. I could gain my freedom back. But yet... I..." He clenched his teeth as he took a step towards her. Will could feel the spell react as a massive amount of magic was sucked from her. "Even before now..." He took another step. "But for some reason I can never bring myself to..." Another step and more magic was pulled from her. "You are the reason I am in here." Step. "Not my sister." Step. "Or the rebels." Step. "Nor the Guardians." Step. "But you." His eyes bore into her. "You are my down fall. And as long as you are alive I will be _weak."_ He spat the last word out in anger. "So why can I not kill you?"

Then Phobos cupped her cheek and kissed her.

The spell went haywire. Sparks literally jutted from their locked lips as Phobos stole her breathe. Then he was flung backwards away from her and into the wall.

Will wanted to run to his aid but the spell had sent her to her knees and she was panting hard (from the kiss or exhaustion she wasn't to sure).

Her lips were tingling and her heart was racing.

A laugh from the other side of the room cut through the sound of her heart. "Interesting."

"Wha...What the hell is so interesting?" She panted.

Phobos stood up and looked at her with a sly smile. "It seems I misjudged your strength."

Will rolled her eyes. "Of course you did. You always do."

He smiled even wider. "I wonder if you are even aware of what is happening..."

"What are you talking about." Will really did not have the energy for one of his mind games right now.

"I am talking about you."

"Spill it." She growled out.

"Have you been gaining any new powers lately?"

Will though back to the night at the restaurant and the glass. "Why?"

"I take that as a yes then."

"Phobos!" She gritted her teeth and glared at him. "What the hell is going on!"

"Was it mind control that developed first? You are very bossy and your team never listens. Or maybe invisibility because of the shy and timid side that you try to hide. Or telepathy... telekinetic. Or control over water or air or fire or earth? Tell me, do you understand now?"

Telepathy. Taranee. At Halloween with the little girl (1).

Invisibility. Hay-Lin. At the restaurant... that was why they were acting like she was not there.

Telekinetic. Cornelia. With the glass.

Mind Control. Irma... the guy in the car! That was why he left so suddenly!

These weren't her powers. But yet she has used them over the past few months. Maybe she did save her self at Halloween.

Will shook her head. "I don't understand. Why I'm I getting their powers?"

"It's your power as well. You hold the heart. The heart grants them their powers. So you have access to all of their powers. You are its master, their master, Will." Her heart did a little jump at the sound of her name.

She stood and glared at him. "We're a team. I'm no ones master."

"You have no idea how powerful you can become...The Oracle is right to fear you. But if you really feel that way then all you have to do is go to the Oracle. Right now the aurameres are not being watched as closely as they should, so the Heart is trying to pull it's self back together."

"Back together?"

"Have you never wondered why the Heart of Kandrakar, the heart of magic itself, is the only Heart that has it's power spill up five ways? It was to powerful for only one person to wield."

"So now...?" She did not want to think about it.

"So now all of the Heart's power is slowly entering you. The other guardians should be feeling weaker and weaker everyday but are most likely to stupid to even notice."

"The Oracle can stop it?"

"Yes."

"There is no other way?"

"If you believe my words, then yes it is."

She said off offhandedly. "Why would you lie?"

"You trust me more than you should."

She knew he was telling the truth there.

It took Elyon over an hour to finish. In that time Phobos just stood there and stared at her. He offered no more help with her new problem and she did not push it. So when Elyon came to take Phobos, Will nearly ran out the door to find Hay-Lin and Taranee. Once she located them she opened a fold to the basement that they left so long ago, made a mad dash home via teleportation, changed clothes, and met up with her annoyed pregnant mother.

And during dinner Susan broke the new to Will that her little brother's name was going to be... William...because that was Dean's father's name...

Wilma and William.

She really hated her mother's name choosing ability right now.

* * *

**A/N: (1) **Being the good little author I am I was looking up info on W.I.T.C.H since it has been ages since I watched it. One thing I hate is the inconsistency with Phobos's age (Is he 20? or maybe 120? who knows!) and the randomness of the Guardians powers. And lo and behold Will has the power of telepathy too! Hers is a far more weaker version, but she still has that power! So to clear that up, for the shake of this story, Will has no powers of telepathy with her own powers. And if anyone wants to put in a guess into how old Phobos is, knock yourself out.


	12. Part 12

**I do not own W.I.T.C.H. **

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They all were gathered in Will's room at night as she sorted through her closet for something to wear tomorrow for the her birthday party(1). Her mother had wanted to throw her one since next year she will be eighteen, so this was her "last year as her little girl".

"Ug, oh God Will! Why on earth to you have a RED dress! Have you no shame!" Cornelia frowned from her spot next the Taranee on Will's bed as Will pulled out another dress to show them. Hay-Lin gave her a supportive thumbs-up from Will's bean bag frog.

"Hey, my dad got this dress for me!" Will defended with a pout.

Cornelia laughed. "Is he color blind?"

Irma rolled her eyes as she sat at Will's desk."Yeah, like that pink puffy nightmare you plan on wearing is any better."

"My "Puffy Nightmare" beats your Barny purple dress any day of the week."

"Sometimes I think we should re-name you Barbie."

Will tuned out as she when back to looking.

"Ah! I don't have anything to wear!" Will stuffed the upper half of her body in between the clothes in her closet and stood there as self pity over came her. She pulled herself out when she heard the muffled voice of her friends laughing.

Will turned to look at them. "What are-" Will flamed redder than her hair as Cornelia stood with a pair of Will's underwear in her hand.

Her frog underwear.

"You're so _toad_ally cool Will!" Cornelia waved them in the air. "I'm not even am-_phibian!"_

Irma was dieing of laughter. "Corny your jokes are so bad that I might _croak!" _

"_Wart_ are you talking about? I think these are _ribbiting _good if I do say so myself."

"C-C-C-!" Will was too embarrassed to speak. Taranee looked sorry for her and Hay-Lin was trying to hide her smile.

"What's _bugging_ you will? _Tongue_-tied?"

"May-be she's un-_hoppy_?"

"Aw guys lay off." Hay-Lin giggled. She squeaked as the panties were flicked at her face.

Cornelia stood with her hands still in sling-shot mode. "The band seems to have a bit of _hop_ in them."

Irma nearly fell over. "That barely makes any sense!"

Hay-Lin removed the item from covering her eyes.

If Will was not still staring in disbelief at Irma and Cornelia then she would have saw the moment were Hay-Lin's eyes were closed, her hands engulfed the object as she removed them, and heard the small gasp from Hay-Lin as she dropped them on the floor.

She would have seen the look of alarm as her head snapped up to look at Will.

The look of confusion as she stared back down at the frog covered panties and as her hand slowly reached out to pick them up...

Will saw were Hay-Lin had throne her underwear and had snatched them up be for Cornelia could.

"Why are you messing with my underwear!" She nearly shrieked. "What is wrong with you!"

"I've never gone through your stuff before." Cornelia shrugged. "I've gone through everyone else's."

"True. Think of it as a right of passage." Irma offered.

"I wonder how much of your stuff is frog theme?" Cornelia muttered as she turned back to her dresser.

Will lunged at her. "Don't you dare!"

"Hay-Lin? Taranee?" Irma looked around in confusion. Will and Cornelia stopped fighting and looked around. Indeed both of the said girls were gone.

Will glared as Cornelia pusher her towards the door. "Why don't you _hop_ to it and find our missing _co-warts_. I'm sure it will be _lily _quite easy."

"Fine! If only not to hear your awful puns!" Will stomped off.

"We'll pick your dress for you sweetie." Irma said as she walked over to Will's closet.

Shaking her head Will went down stairs looking for her friend. Her NICE friends.

"Hay-Lin please tell me what's wrong." Taranee's soft pleading voice was coming from the kitchen.

Concerned, Will approached them. "What did you see up stairs?"

"Nothing!"

"It's not 'nothing'. It's about Will, isn't it?"

"..."

Something in Will made her stop before she was visible to them.

"Please Hay-Lin... at least tell me it's nothing bad so I won't worry."

Silence.

"It was when you touched the frog underwear... what did you see?" Taranee pleaded again.

"I-" Hay-Lin took in a deep breath. "It was only for a moment but... I saw it from his view..."

"Who's?"

"... he was looking down at Will, she was glaring up at him, the room was covered in a purple light and... he hand his hand under her skirt."

No. No. No.

"Who?" Taranee was alarmed now.

"I think... I think it was Phobos..."

"Phobos! Did he...? Oh my God. We have to-"

"No! No... I could feel his emotions from that moment and he wasn't..."

When a memory is left on an object most of the time it is just like watching a movie, you have to guess at what the people are feeling. But if someone with strong magical powers leaves an imprint all Hay-Lin has to do is touch it, without even using her powers, and she is left with an imprint. So Phobos unsurprisingly left one.

"...He had feelings for Will."

"Does Will have... _feelings_ for him?"

"I don't know... she seemed pretty mad. And that night when she had to go babysit Phobos her emotions were so wild that I could barely block them out."

"So do we _ask_ Will?"

"I don't know. The image was from before we beat Phobos so she isn't like you know..."

"A traitor!" Taranee hissed. "Of course she isn't!"

"I know! And she could have easily let him go the other night and said he over powered her but she didn't! I know we can trust Will... But if it's in the past should we really bring it up? I mean Cornelia and Irma might freak out... and we don't even know the whole story..." Hay-Lin's voice was on edge and fearful.

"Remember he kissed her when he was pretending to be Matt that time? And that night in the book store he kept staring at her and even pared himself with her."

Phobos was staring at her? Was it possible he had feeling for her before that night when she kissed him? Was that why he didn't reject her from the start?

"Do you think he was... for that long?"

"Maybe... or maybe a spell?"

"Spell? Like a love spell or mind control?"

"Yah! Remember that someone can only take a heart when the person freely gives it up? So maybe a love spell likes bypasses that rule or tricks it. And you saw the moment it had wore off."

"If it was some plan, that doesn't explain why Phobos likes Will."

"It back fired? Or he just fell for Will? I think we need to ask her."

"But... I guess so..."

They were both quite for a while. All Will could hear was the pounding of her own heart. She noticed an odd glow had filled the room, and after a few seconds she realized it was the Heart glowing. She stuffed the Heart under her shirt but it only dimmed it a bit. She then grabbed it through her shirt and engulfed it in her hands.

It glowed brighter.

Knowing that this was only going to give away her presence she moved as quickly and quietly as she could away from them and to the stairs, only catching a few last words. "...okay, Phobos then."

What did that mean? Will bit her lip as the horror of what had taken place filled her body.

Taranee and Hay-Lin knew. But they never even considered that it was a mutual feeling shared between her and Phobos. No, all they could think of were her being taken advantage of by him. Of her being hurt, raped, put under a spell, all for Phobos own needs.

It's not like she could blame them. There were times were she would go to sleep hoping that she would wake up still in that cave before she kissed him... she thought of him every night after he kissed her and told her he could not bring himself to hurt her. After months of not even speaking his name, now he was the only thing that comforted her at night.

Will was up the stairs now and she leaned on the wall as the world spun.

"What is wrong with me?" She muttered to herself as the world turned brighter and brighter. She turned back towards the stairs. She can not run now, she owed them the truth after so long of nothing but betrayal.

Her foot made contact with the top stair, the world turn white, and she saw nothing.

She did not even feel herself fall.

* * *

**A/N:** **(1)** Will has two birthdays; in the t.v show it's randomly sometime in the fall, in the comic it is January 19. Since the t.v birthday would put her age at 15 at this point in my story and the comic puts her at 17, the 17 keeps me from having to do a time jump and it makes Phobos seem less creepy.


	13. Part 13

**I do not own W.I.T.C.H.**

**Beta Reader: **None. If anyone feels like editing this story for me, let me know. It would be nice to clean up some of the older chapters.

**A/N:** This chapter was a road block for me. Like I've reworked it so much I'm sick of it. And still I'm not sure how to make it better. I was tempted to take it out but I've already showed Will's mind is awake during _this_ before. So I felt I had to show it this time too, for the sake of the continuity. I'm just gonna suck it up and post it so I can put up the next chapters. I've wasted enough time as is. I'm sorry for the two yearlong cliff hanger, that was just messed up.

The next chapter is… better. It will be up in the next day or so (It's written, I just have to go back over it). And I've never said thank you for all the reviews and feedback this story has gotten. I do intended to finish it... at some point. (Lol Starrdevil, I hope this makes you happy ^.^)

* * *

This darkness around her... it was familiar... but strangely lonely, too.

She was floating but she was standing; seeing, but the darkness made her blind; her ears ringing with the silent void that surrounded her. That she knew, but it still confused her. Why was she alone? There were others here last time, right? They all saved each other from the endless void that was now holding her. Could she free herself now, all alone?

Free? She wanted to be free? But what did that word even _mean_?

Wasn't her life not her own anymore? Didn't her wants and needs come second for the greater good in the universe, in the truest sense possible? Did not her freedom mean _betrayal_?

Betrayal to whom?

She grew annoyed at all the questions with not one real answer. That last question bugged her the most, since it came with a burning sensation along her gut.

Betrayal to whom? Who did she honestly hurt with her feelings and needs? It was her life and she had the right to love as she pleased. As long as she was at his side she would grantee he would harm no one.

"Who?" She still didn't understand what these thoughts meant. What the burning inside her gut or her now throbbing of her heart meant.

The darkness beyond her held the answers, but she was unwilling to enter an unknown world that was, apparently, treating her badly. So reached out with one hand; with only a light, fleeting brush of her finger tips to the black void, but it was enough to show her what was happening beyond the darkness.

The darkness receded, like a wave running from a battered shore, and solid forms took hold in front of her.

"_Oh my- __what's going on?"_ They had asked her to open a fold to this world and she did so without a problem. Now she was facing the Queen of this world; one of the few beings who could challenge her.

"_We don't know! We heard her fall down the stairs."_ Fire lived in this one. She spoke in such urgent, frantic tones that it made her heart ache even more._ "When we got there the __Heart of Kandrakar__ was glowing then she just transformed! She's not responding to any of us, not even Matt; and he was the one who brought her back last time." _

"_W__hy __did __she tr__ansform?__ Last time it was because it was the only way to beat Cedric and it was a dire situation."_ The Queen's young warrior spoke as he looked over at her. _"We have to go to the __Oracle__; he will be able to help."_

At her? Was she there with them?

Yes, her body was, but not her mind. Something else held control her body; something very old and very strong. She wasn't sure if she could get the ancient creature to give up its hold over her even if she wished it to.

Words. They wanted words from her; they wanted her to talk to them and let them know she was okay. But words held no lasting value to her new host. The need to share them with others was not in her anymore. Yes, she would _listen_ to theirs, but she saw no purpose in the _exchanging_ them.

But they tried talking none-the-less and failed. They all parted as they made a plan. Three stayed behind to watch as her guards (Fire, Air, and an earth warrior), but two of them ended sneaking off. She willed her host to follow them as urgency filled her. Her host followed the two while losing the third.

She made herself focus as they talked.

The girl with wind under her feet seemed not to like her host following them. _"What are we going to do? Matt could show up any minute."_

The one with fire was jumpy. _"Let's just hurry up."_

"_Yeah__,__ like no one's going to notice the being made of glowing lig__ht following us down to Phobos'__ cell. We'll be just like ninjas for sure."_

"_Well...Hm...It's a long shot but... can you turn invisible?"_

She was asked to become invisible, and her host could see no reason not too, so she did so. They then continued on down the long hallway.

"_Do you think she heard us talking in the kitchen?" _Air asked as she glanced back over her shoulders.

"_No. She fell down the stairs, so she was still looking for us, like Irma said." _Fire answered with a bit of doubt ringing in her voice.

"_So the Heart transformed her to save her from the fall? That seems a little… extreme."_

"_I know... there has to be another reason... while they check with the __Oracle__ we can cl__ear things __u__p__ with Phobos. And if he doesn't want to talk,"_ a fire ball was conjured into her hand, _"I'm sure I can make him."_ The air child nodded in agreement and they walked in silence after that.

It didn't take long for them to find their goal. The hall forked into two paths and they took the right one. At the end was an archway that open up to a white, circular room that held a great deal of magic inside. One source of magic was the round cage that filled the bulk of the room. On the inside of the cage was a white curtain that went around it in full. And on the outside was a walkway that wrapped around it. There seemed to be no door to access the inside of the cage.

But it was the other source of magic that made her interested.

Inside the cage was the other source. She _knew_ him. His power was bound and she was surprised by how old and vast it was.

Old magic was something to be feared.

While it was not as powerful as new magic, it was more efficient. Greater things could be done with less effort and more lasting value. Even now the young magic used to contain him was slowly being eaten away. He would be free soon.

That was bad, right?

"_Phobos!"_

His name was Phobos... yes that was right... _She and him..._

The curtains pulled themselves aside to reveal a man standing inside. The clarity of him was jarring to her senses. He was so much more… vibrant than the others. _"I believe that's 'Prince' Phobos to you__,__ fire wench."_

"_I l__ike your new home, it suits you; a__ rat in his cage."_ She snapped back. _"We need to talk to you."_

"_Can't this wait until morning? I would like to finish my beauty sleep."_ His tone was bored and dismissive.

"_What? You have a long day of rotting in a cell ahead of you?"_ The air child spoke as the wind snaked around the room.

"_We need som__e answers and we want the truth,__"_ Fire stated with both defiance and authority.

Phobos shrugged as he glanced at his nails. _"Whether you receive an__ answer depends on the question, and its verity depends on the answer required."_

Slowly, the air child asked, _"About a __year ago, before we beat you, did__ you ever use a spell on Will?"_

He seemed genuinely confused as he answered, _"I used many. I used many on all of you. Frankly, that is an absurd question to even utter__,__ Air Guardian."_

She was flustered as she quickly said, _"No! I mean just on Will, like a..."_

Fire took over. _"A love spell or mind control."_

He was intrigued by the question. _"Why do you ask?"_

"_Just answer the question,"_ Fire near growled.

He smirked. _"If you want my cooperation then you will answer me."_

Hesitantly, the air child answered, _"I saw something- felt something- that doesn't make any sense…."_

"_And that has to do with me how-?"_

The fire child seemed to have had enough. _"Do you like Will! Hay-Lin saw you putting the moves on her__, so spill__!"_

His eyes widened a fraction before he laughed. _"You saw me '__putting the moves_'_on Will? How very eloquent of you__,__ Fire Guardian."_

Will... her name was Will….

"_Spit it out."_

"_I can assure you," _he said,_ "I have never put her under any spells that would alter her feelings toward__s__ me, nor do I _like_ her. In fact__,__ she is the very bane of my existence."_

"_I thought that was Elyon..__." _Fire folded her arms.

"_While she is a torn in my side; Will has proven to be more of an adequate adversary than most. It is her plans that bring me trouble, fire tramp." _

Fire threw up her hands and yelled, _"It's Taranee! Taranee! Not 'fire wench' or 'fire tramp' but _Taranee_! Learn our names, damn it!"_

"_Why?" _Phobos laughed._ "__There is no point. There was a fire g__uardian before you and there will be one after as well. Your names are pointless."_

"_Oh really?" _The air child smiled like she trapped him._ "You sure say Will'__s name a lot_."

"_Like I said. She is… different."_

Both girl exchanged looks before they shuddered. _"Ew!"_ They spoke in unison as they turned to him. _"You do like her!"_

"_Gag, I would keep that crap a secret too!"_ The air child bent over and stuck her finger in her mouth. _"I mean he's just so creepy! His ego the size of Gargoyle, he acts like we have to pamper him like a baby, and that hair is a fashion nightmare! I mean how long is your hair? Ten feet?"_

The fire child shook her head. "_Plus he's always trying to kill one of us! If he was my secret admirer I would keep it under raps."_

"_Admirer? I bet it's more like stalker..."_

"_Enough__," _he snapped with ire._"__Have you two satisf__ied your nosiness for the night?__ I can no longer stand the sight of you." _

"_No, one more thing." _The fire child became nervous._ "Do you know how to fix this? Will__,__ can you show yourself?"_

Her host did as she was asked.

"_I didn't even sense her..."_ He was surprised by her appearance and it showed. _"What triggered it?"_

"_We don't know. We think it happened when she fell down some stairs."_

"_No.__" _His eyes raked over her. _"H__er life would need to be endangered to a point that she would want to retreat from it."_

Retreat? Was she running from something? But there was nothing that scared her. Nothing she needed to fear.

"_Will."_ His eyes bore into her... she felt her Heart beat...

The fire child shook her head. _"That won't work. She doesn't respond to any...one...__.__"_

Near. She needed to be near him; with him.

_Her and him._

So she went to him. The cage put up a field to stop her, but she waved her hand and the bars retreated into the ground forcefully. She stood in front of him as she felt it again; her _Heart_ beat. But this time it hurt. Pain... it caused her pain and he was the source.

"_Will."_ He watched her as she stood there—eyes filled with something she knew was only for her— and her body began to pulse with each of her Heart beats. Pain again; more than before. That had to be what she was running from.

She had to stop the pain.

She had to kill the pain.

She had to kill her Heart.

She had to kill _him_.

So flew into the air and blasted him with all her powers; Earth, Wind, Fire, Water, Quintessence.

The four Dragons and her; the Nymph Xin Jing.

* * *

"_Faster, Hay-Lin, faster! They're catching up!"_

"_I can't go __any faster with you and Phobos'__ fat ass!"_The air child screamed as the wind dragon gained speed. All four dragons could manage the narrow halls easily enough. Fire and wind were the fastest.

Suddenly, the air child darted to the side and fire and wind dragons could not turn in time. Earth dragon thundered around after water flowed by; each of their solid bodies bumping into wall after wall.

"_Dude__,__ what did you do to __piss her off,__"_ the air child screamed at she gained on them. _"Ug__,__ I can't keep this up!"_

"_My sister is the only one with the s__lightest chance of stopping her,__"_he reasoned, far calmer than the rest.

"_Well, she's in Kandrakar right now so we need another plan!"_

"Well," he mocked, a bit childishly she noted, _"I__'m sure the palace guards could hold her off for a moment."_

"_We can't risk their lives!" _

"_We might not have a choice__,__ Hay-Lin!__" _Fire looked back with wide eyes._"__A least Matt can help!"_

She did not want to hurt the other two, so that was the only reason she did not fully attack them. She commanded earth dragon to entangle them.

"_Crap!"_ The fire child let lose a stream of fire and freed them. The small blast fatigued her. _"Why do I feel so__…__ weak?"_

Phobos smirked. _"Will has the core of your powers. You are far weaker now than you have ever been."_

They managed to reach the upper levels. They screamed for people to move out their way as they went and they flew into the room they originally left. They closed the door, which she easily blasted away.

"_Where the hell is Matt?__"_ The air child gasped as her powers grew weaker and weaker.

"_Out the window,__"_ he order as water stuffed itself into the room._ "Try the throne __room;__ I can sense my sister near that area."_

"_They must have gotten back!"_Fire looked relieved as she blasted the glass away and they hurried out. The air child was running low on power, so she sent her a small power boost so they wouldn't fall to the ground. Water dragon shuffled out after them and fell before it changed into its cloud form. Earth dragon stayed in and took the hallways to the throne room. Wind and fire dragons joined her outside.

The fire child blasted the window to the thrown room and entered._ "It's__ Will!__" _She warned, near out of breath._"__She__'s__ trying to kill Phobos!"_

The Queen's warrior spoke up_,__"And that's bad because...?"_

"_Here she comes!"_

Upon entering she was met with the sight of N'ghala's, the nymph of the Stars, chosen one: the Oracle. To him she was forced to speak when spoken to. The others from earlier were gathered, as well. They all jumped as Earth smash its way in through the doors and the three other dragons joined her. She ordered earth to entwine them once more. This time the Queen stopped it.

"_What the heck are those?"_ The earth child looked at the earth dragon with a bit of fascination.

The chosen one answered,_"They are the embodiment of the four elements. Will has gained control over them__,__ and the Nobel Nymph__,__ with the __aurameres__ fusing."_ He turned to her and addressed her, _"Will, you __must__ stop this. You need to change back so the __aurameres__ can be pulled apart."_

She looked at him as she remembered how to speak. Her mouth need not move. _"No, chosen one, I will not obey." _She ordered wind dragon to engulf them. Once again, the Queen intervened. She did not understand why the Queen would challenge her like this. Does she seek a battle from her?

The Oracle spoke to her again, _"Why __do you__ rampage?"_

The warrior seemed confused and asked, _"I really don't get it. Why are we protecting Phobos? It's not like she wants to hurt us__,__ so what's so bad here?"_

"_He has a point,__"_ the earth warrior agreed.

"_We can't let her. You know Will isn't like this__. A__nd when she turns back to normal she would be devastated to find out she killed someone; even if that someon__e is Phobos,__" _the fire child reasoned.

That _name_ made her Heart clench and she found the urge to speak. _"I must stop it."_

"_Stop what?"_ The chosen one pressed.

"_The endless years of misery that Phobos brings with him_?" The water child quipped.

"_The pain,"_ she explained._"__With every beat it fills m__e with pain. So I must kill my H__eart."_

"_Okay, what the hell does that mean?"_

She shot at him with her lightning and, again, the Queen intervened.

"_Will!"_ The chosen one seemed confused as to who she was.

"_My name is Xin Jing."_

"_No."_ Phobos stepped forward. _"Your name is _Will._"_

Her body pulsed with the painful beats of her Heart. She grabbed her chest as her elements cocooned around her in swirls of light and power. Reaching inside her chest she pulled out a glowing purple stone. It was thumping slowly and the room shuddered with each beat.

The stone was her Heart. It was the Heart of all magic, the center of the universe, and, somehow, this one man caused to wither in pain from just the sound of his voice.

All because she wanted to be _near_ him and something was stopping her.

She gripped the Heart hard in an attempt to still its beats. It pounded harder in return and she ended up pressing it back inside. She turned her eyes back on the group below her. This time she sent all four dragons at once.

"_Stop this!"_ The Queen yelled as she let lose a powerful blast of her magic that disintegrated the four dragon's forms.

"_Very well." _She must want a battle. "_If you can stop them__,__ then I will relent."_

With a flick of her wrist the four elements took their true forms.

Water; Pearl dragon became the Great Tortoise of the North.

Fire; Red dragon became the Righteous Phoenix of the South.

Earth; Yellow dragon became the Mighty Hornless Dragon of the East.

Air; Black dragon became the Honorable Tiger of the West.

With a sweep of her arm she gave the four elemental children their max powers.

"_Go," _she ordered and they had no choice but to battle. The room was destroyed; walls broken and floor blown apart. She, Xin Jing, turned towards the Queen and flew at her; releasing a shock wave as the Queen powered up in full.

It was over quick. They had power, but lacked the knowledge on how to use it. She stood over the fallen Queen's body as the room became silent.

"_Can you all do _anything_ right? Must I do _everything_?"_Came Phobos' exasperated voice. She was startled to find him next to her as he grabbed her head and forced his lips onto hers.

It confused her; both the act itself and the feelings it gave her. Her Heart was beating faster than ever, but there was no pain until he broke the kiss.

She gasped as she fell to her knees and her whole body flared as the four elements were recalled to her body violently.

"_What did you do!"_ The Queen yelled.

"_I shocked her mind awake,__"_ he replied, pleased.

She shuddered as her body became heavy and soft. Her powers receded and her senses came back to her.

Will looked up to the worried faces of her friends and then passed out.

* * *

**A/N:** I had to do some alterations with the Chinese elements to make it completely fit with W.I.T.C.H.


	14. Part 14

**I do not own W.I.T.C.H.**

**Beta:** None.

**A/N: **Ah, because of the two year gap my writing is a bit… different. I hope it's not too noticeable where I mixed the old and new parts. There's a part down at the bottom with Phobos' that I completely rewrote. The next chapter will be completely new, so it shouldn't be a problem after this. Thanks for the lovely reviews. I'm really happy the last chapter was okay.

* * *

When Will woke up, the first thing she noticed was how comfortable she was. She was so warm and whatever was wrapped around her smelled _so _good.

Then déjà vu hit and her eyes shot open. She was being carried and it took a moment for her to realize that it was Matt carrying her, because she swore she could _smell_ Phobos. Looking at her hands she saw why; she was wearing a pure white robe that was way too big for her and engulfed her body. It could only belong to one person...

Okay... what the hell was going one? One minute she's in her room picking out an outfit for her birthday party and the next she's being carried by Matt down a hallway so big they had to be in a castle, was wearing Phobos' robe (from the way it was rubbing on her skin she knew she only had on her tank top and panties) with no memory _why_. Did she _really_ want to know if it involved Phobos? Like how good could _any_ of it be?

"Will! You're awake." Matt seemed pleased, so that was a good sign.

"Matt, what...what's going on?" she asked slowly, completely afraid of the answer.

Hay-Lin stuck her head over Matt's shoulder. "You don't remember?" Her eyebrows knitted together in worry as she looked at Will. It was then that Will noticed the all too familiar signs of battle damage on both Hay-Lin and Matt. Torn clothing with no scratches underneath; a sign of Cornelia's healing and that they were attacked before they could transform for battle. Their heavy eye lids and sluggish movements showed that it was a hard fight, something rare to them now; since after years of fighting they were near masters of their powers.

Will slowly shook her head. "What happened?" She moved, trying to signal Matt to release her from his arms. He griped her tighter and that only worried her more.

Irma appeared by Hay-Lin, with the same fatigue showing on her face. "We're still not too sure on that." She paused and looked at someone behind her head before looking back at Will. "Just that you went crazy and tried to kill Phobos."

Did Matt notice how her body tensed and her heart started to race? Her mouth went dry as she struggled to stay calm.

Kill Phobos? Okay, she had to be joking. "What? For real?" She was trying to keep the hint of desperation from her voice, but she could hear it ringing in her own ears.

Cornelia spoke from somewhere behind her. "Ya, you were pretty set on killing him. You were even willing to beat the crap out of us to do it." Will expected the dramatic pause that came next. She knew that Cornelia wanted her to feel guilty. It was working. "You said some pretty crazy stuff too," she added with a tone Will could not place.

Will frowned as she tried to lean her head back to look at the blond. "Like what?" Her voice shook.

Matt looked down at her and she met his eyes; willing all her strength into not looking away. "You said that you wanted to kill your heart to stop the pain."

Will nearly laughed. "Okay, what the _hell_ does that mean?" Was she going mad?

Mind control was not something new to them and, up until that sentence, she was hoping that was the case. Sadly, it looks like it wouldn't be so.

"That's what I said!" Irma laughed, seemingly the only one in a decent mood. "The Oracle said that Xin Jing was trying to take complete control." Xin Jing? So this was all Heart related... Did she transform? She never had that chance to see what their forms looked like when they did so, since she was the last to return to normal before... She always held a bit a fear at knowing the Heart had a hold over her. That it refused to let her go... or did she refuse to let go? Those memories were still very foggy.

"So she was trying to kill your… humanity by doing something you would never do," Hay-Lin added.

"Kill," Taranee finished grimly. Her voice came from behind Matt and it made Will shudder.

Just kill, or kill Phobos? Only she knew how big of a difference that was.

They added in other parts; where she went to find Taranee and Hay-Lin and fell down the stairs. That they went to Meridan and Taranee and Hay-Lin went to ask Phobos if he knew how to 'fix' her problem. That she flipped out and attacked him. How they all battled and _she_ won.

How _he_ kissed her in front of all of them and she changed back. And he threw his outer robe over her, saying such a display was shameful.

She opened a fold and they went back to her home. After assuring them that she was fine, they left her to the quiet of her house.

It was one in the morning as Will stood in the middle of her dark room, staring at her robe covered hands. She needed more answers. She could see the holes in the story that her friends told her. Holes that they chose to ignore and took it all at face value.

Why did she transform in the first place? She remembered a feeling of panic and desperation overcoming her at hearing her friends figure out the inevitable. But was that really enough to trigger the change into her zenith form? And why did Phobos' kiss free her from it? They said he 'shocked her mind awake', but trying to kill Phobos' in the first place should have done a pretty good job at that.

Maybe Phobos knew? He always seemed to know what was going on with one glance when it came to the Heart of Kandrakar—probably because he's dealt with another set of Guardians before—so maybe it wasn't a long shot that he could help.

That was something else that bugged her. How the Oracle, and even Yan-Lin at times, held things back until the very last minute. It was a bit disturbing to think the first person she turned to for answers was her old archenemy. And that she had more trust that he would give her an honest answer.

And why weren't the aurameres being watched? They've had enough trouble over the years that Oracle himself should have that duty.

_Did… did they let them fuse? _Will banished that thought as quick as it came. She could see no reason why they would let that happen.

_Unless,_ her mind dangerously whispered, _they wanted to test me. _

Nerissa had proven that a corrupt holder of the heart was something to be feared. She was a taint to the holder of the Heart's name. And Will was the first chosen by the Heart after her betrayal. It wouldn't surprise her if they held doubts.

'_The Oracle is right to fear you.'_

So, like a kid who was punished for their older sibling's bad behavior, she was too.

Only they gave her the power Nerissa craved before she craved it. If she was right… did she pass?

She tried to kill Phobos, _of course_ she passed.

Will could not bring herself to change out of the robe once her mind was made up. The large robe was... comforting; the way it draped around her shoulders and swallowed her whole.

Steeling herself she opened a fold back to the dark castle halls. Looking around, she realized that she didn't know where Phobos' new cell was. Closing her eyes she held the Heart and asked it to guide her. With a faint glow a string appeared in front of her and she followed it.

It took her to the lower parts of the castle and she was sure that she was underground. She took the right hall way when it split into two and she came to an archway with a round cage inside. A white curtain blocked her view from the inside; that and the fact the room was dimly lit. Walking up to the cage she held out her hand and, to her surprise, a few bars slowly slid into the ground until there was a gap big enough for her to walk through. Taking a deep breathe she pushed the curtain aside.

Asleep. He was asleep.

A sigh escaped her as she felt relief fill her chest at seeing him safe and uninjured.

She jumped as the bars slid back into place. Will opened her mouth to wake him, but closed it just as quick. After a long night of her trying to kill him, he deserved a good night's rest.

But she did not want to leave.

Will found her feet had walked her over to the side of his to-nice-for-a-cell bed and her hands pulled back the covers.

She slipped in.

He woke up when she nestled herself under his arm. He did not say a word as he wrapped his arms around her and pressed his face into her hair. She sighed out as her body melted against him and her eyes closed.

She did not care about the morning.

* * *

The shift in light woke her. Orbs of synthetic light slowly flared to life along the cell.

Still, she was surprised to wake up before him. Between the two of them she would have guessed that he'd be the earlier riser.

Will stayed still for moment, etching his peaceful face to memory before she ran a finger gently along his jaw line. It amazed her how badly she wanted to touch him and how right it felt when she did. She really was crazy, wasn't she?

_As a hatter. _She though.

Her lips ghosted his, as temptation became too much, and she let out a gasp as the arm around her waist tighten and he gently kissed her back.

"So you're finally awake," Phobos said as he opened his eyes in a lazy manner. His arm around her waist pulled her harder against him. His blues eyes gave no tell to his mood. "My sister came looking for you. She was too stupid to check my cell, so she did not see you. I suggest you leave." He made no move to push her away; he only watched her with his calculating frozen eyes.

Will's mind was still hazy from sleep and the thought of leaving the warm comfort of the bed (and him) made her whine. "Noooooo..." She felt him flinch in shock as she threw her arms around him, buried her face in his chest, and curled up against him. "I don't wanna get up." Her voice came out muffled.

Phobos seemed at lost for words. She heard a faint utterance of her name and, begrudgingly, she looked up at him. With her face still half buried she asked, "Whaaaaat?"

He rolled his eyes and chided, "Stop acting like a child."

"But I don't wanna go." She was pouting now.

He looked annoyed but this close she could see a slight flush to his face. "Stop that," he ordered.

Will's pout grew bigger as she pressed harder to him. "What?"

He looked away. "That."

"Why?" She made her voice quiver slightly.

He looked back at her then away. "It's annoying."

"Why?"

He let out a half growl. "It just is. Stop it now."

"Why..." Will was grinning like mad on the inside. _Sucker._

"It's... _cute_... now stop it." He would not look at her and she realized that the great and feared Prince Phobos was _embarrassed_. Her heart was doing summersaults at this point.

She grinned as she reached up, cupped his cheek, and kissed him full on his lips; harder and longer than the last time. "I'm glad you think I'm _cute_. I think your cute too when you pout."

He looked at her out of the corner of his eye. "I do not pout," he defended.

Will laughed. "You're pouting now!" She sat up and stretched. Leaning down she supported her weigh on her arms as she bent over him. He was ignoring her now and would not look at her. "Aw, are you mad? Or do you really want me gone that bad?" She made it come out jokingly, but she was on edge for the answer.

He slipped away from her and got out of bed. He walked away before he paused and said, evenly, "Stay if you wish; It does not matter to me." Then he disappeared down some stairs that she did not notice at first.

_Stairs?_

Will took her first good look at Phobos' 'cell'. It was... nice. Really nice. She could only imagine the amount of whining it took from him to get an oak dresser and furnishings. Will ran her hand over the bed sheet... was that spun gold? What the hell!

_Reaaaallllyyyy?_ Oh, she had to ask Elyon next time-

Wait... she can't ask her because no one knows about Phobos and her.

Phobos and her.

Can she even _say_ that? This thing between them was so strange but… it wasn't really a relationship of any kind. She can never see herself marrying him, let alone having kids (with her luck they would be little evil monsters who try to take over the world every two weeks), or even introducing him to her family-

Will groaned out, falling face first into the sheets. She could see that conversation!

"_Hey mom, meet my boyfriend. He used to try to kill me and my friends about twenty times a month but we stopped him with our magical powers and saved the worlds (plural, because there are tons of inhabited planets out there) from his evil rule. Don't worry about me, I'm gonna move in to his lovely jail cell underneath a castle on a different planet. He has gold bed sheets."_

She groaned again.

Why wasn't she leaving? Why did she refuse to leave? What fun was it spending her birthday in a cell with a crazy villain? If Elyon was looking for her that meant her friends were looking for her too. They would have bought her some time with her mom and covered for her, so she wasn't worried too much there. But with her friends and... Matt...

Groan.

"Rational thought just took over and I still want to spend my birthday locked in a cell and not out with my friends." Will rolled her eyes and sat up.

So what's down stairs? A large screen t.v?

Will pressed her bare foot on to the floor and was not surprised to feel a plush rug underfoot. As she approached the stairs the sound of running water floated up to meet her. A fountain? Now somewhat annoyed, Will descended the stairs in a rush.

"Why is your _cell_ nicer than my whole... h-house?"

It was a bathroom. Well not really a _bathroom_ bathroom. It had some modern items like a toilet and a sink (Elyons doing) but then there was an underground hot spring with a small waterfall filling it. The room was dark and the only light was from the strange glow the flowers growing along the walls produced.

Once again déjà vu hit as she covered her faced and blushed.

He was bathing.

"Why are you taking a bath right now?" She could not look and she flamed redder as he laughed at her.

"With the chaos of last night, I was unable to do so then. Now seemed as good as time as any..." She could _hear_ the blasted smirk in his voice.

"You could have told me!"

"Why are you so distressed? This is not the first time you have seen me bathe." She heard the water rustle and her heart beat quickened.

"This is different!" Will tried to explain.

"How so?"

"I-I don't know! It just is!"

Phobos did not respond. Slowly, she lowered her hands to peek out. Then they shot back up once she saw nothing had changed.

"I'll be up stairs." She turned to leave.

"Will," he called; his voice deeper than before.

Her body froze as the water swished behind her. Soon the sound of water dripping on the stone ground was in her ears and her heart was trying to pound its way up her throat. The idea of a naked Phobos standing near made her light headed and her mouth went dry. He turned her and wet hands pulled hers from her face.

Amazing blue eyes stared into her hers and she was sure her heart had explodes from the powerful rush of warmth that coursed through her.

Then he kissed her and the warmth clouded her mind. Clouded her mind until all she could feel was his hand holding her head in place and his arm pulling her flush against his body. His tongue snaking into her mouth like the serpent he was and her hands blindly groping at his slick chest.

She didn't notice he was pushing her back until she hit the rocky wall behind her. For a second he pulled his body back from hers and pushed the robe from her shoulders; she gasped at the cold contact of his body on hers. Her body flamed as she moaned, arching her chest to his. Phobos only smashed her harder between his body and the wall.

His hand tangled into her hair, deepening the kiss, and his other ran down her side, lifting her leg at the knees and grinded their hip together.

Her mind finally clicked on as a jolt shot through her. She grabbed the back of his head in return and gripped his shoulder to support herself as her body moved on its own. Her mouth relayed her fever and Phobos groaned from her movements. Will bit his lip as her nails lightly scratched his back and she whispered his name.

Then he pulled his mouth from hers and whispered back, "You're right. This time it _is_ different." She felt something hard pressing back at her. "There is _nothing_ stopping me."

Her mouth was determined not to leave his for too long. He broke the kiss again and stared at her with out-of-focus eyes. "So I suggest you leave."

"What if I don't want to?" she asked, breathless.

He gave a soft, throaty laugh. "You do not know what you want. Not yet, anyways."

"I do—"

"No, you do not." His voice was even and hard, but not angry. "You tried to kill me last night from the turmoil beating in your heart. If you cannot come to terms with your feelings, and have them acknowledged by those around you, then you will never be able reach your full worth."

"But know this..." He pulled her hair; exposing her neck and running a painfully slow tongue up her neck. He whispered again in her ear, "I am intent on having you."

He pulled away from her and she missed the contact.

Somehow, she managed to fumble her way back to Earth. Only to realize she never got to ask the questions that she had, but was unable to make herself go back.

* * *

Guilty.

She felt guilty leaving Prince Phobos in a cell.

He belonged in a cell! So why on Earth did she feel guilty? She has never felt so before, so why now? Nothing has changed... has it?

Yes, something did change. Will no longer hated Phobos.

Sure, the man made her mad—infuriated even—but the thought of harm coming to him was… unsettling.

For so long she was sure if she ever needed to fight Phobos again she could do so with no trouble. That she could take him down. Now, she was not so sure.

And that scared her.

Her... feelings...

Did she love him? She though so, at one point, but if she loved him back then, could she have ever stopped him? Hurt him and imprisoned him? Done the things that now make her insides turn at the very thought of it?

Could Phobos? The things he did to her back then all seem like a bad nightmare. He would never trick her and trap her and use her. He would never make her bleed. He would never make her cry.

But what about everyone else?

He only held her close at night. He only looked softy at her. He only kissed her on the lips. He could only _not_ hurt _her_.

So what about everyone else?

If she ever messed up... only she would be safe.

And she was messing up.

Big time.

"Will!" Matt's worried voice broke her thoughts. Will looked up from her spot on the back porch. Her birthday party was still going on inside her house and the thumps of the music followed Matt as he sat next to her. "I've been calling your name. Are you all right?" He placed a hand on her shoulder and she nearly broke into tears. She knew what she needed to do... but that did not mean she wanted to do it.

_Just do it, _her mind ordered.

"Matt..." She was being unfair to him for so long that it was time to make it right.

"Will, what's wrong?" Matt brushed her unruly hair from her face. "Tell me." His eyes were pleading with her.

_I can't. I need him. _She reasoned with her mind as tears spilled from her eyes. Matt pulled her to him and wrapped his arms around her. "Will, please tell me what's wrong? You disappeared all morning and after what happened last night... Please let me help."

"I'm scared." It slipped out before she could stop it.

He pressed, "Of what?" He rubbed her back encouragingly.

"Of... what's happening to me."


	15. Part 15

**I do not own W.I.T.C.H.**

**A/N:** I know, I know, I suck with updating this. It's just every time I sit down to work on this I come up with the saddest things because I can't see them ending up together and I really want them too :( But I'll figure it out!

And let me know any glaring errors. For some reason I kept forgetting Raythor's name and I would go "Hmm, does it start with a V? I'm pretty sure it starts with a V." lol

Thanks a million for the reviews! All of you are so awesome XD

* * *

"Special delivery!"

The castle ground rumbled as a huge marble cube fell onto the center of the demolished throne room. Will gave a relieved huff as she blew the bangs from her face. While the cube wasn't too heavy, it was still very large and awkward to hold. The smooth, cut surface gave her no place to properly hold onto and it left her balancing it above her head in an attempt not to drop it and crush some poor villager.

"Will!" Cornelia glared as the gust of wind created by the falling cube ruffled her hair. With the amount of time and work the Earth Guardian had already put in, the blond ringlets were doing an impressive job keeping their shape and volume. Though, Will had a feeling her blond friend was more of a _director_ instead of an _active_ participant, if the fallen column she was standing on like a stage was anything to go by. "Watch it! And what took you so long?"

Will hovered closer to her as she rolled her eyes. "Unlike you, I had to _carry_ it."

"Excuses, excuses," Cornelia rolled her eyes in return as the marble cube lifted into the air and over to Irma and Hay-Lin. The two were combining their powers to cut through the other pieces of marble and granite with the instruction given to them the Meridian foremen.

"Can't you just… separate it?" Will asked Cornelia as she watched the two other slowly and tediously cut the marble.

Cornelia glared at her. "It's not like a chunk of dirt; I can't mold it. It takes a lot of energy to manipulate stone. And after your little stunt the other night I'm still on low." Cornelia turned away, clearly embarrassed. "This is all I can manage right now."

Will stayed quiet as she turned to look at the scene before her.

She had done this.

Destroyed Elyon's throne room and near killed dozens of people in the process. Will knew Cornelia didn't blame her, but that didn't mean she was happy with what had happened. The aurameres were apart and the other's powers were returning in a steady stream.

Will noticed she felt empty; like the power had stretched her insides to fit and was now leaving a gaping hole where it once was.

Yet, even with her team's current lack of fire power, Elyon was worse off, as taking on Xin Jing was no easy task. The Queen had thrown all her power at the nymph and now was at an all-time low. While the Heart fueled W.I.T.C.H's power and acted as a battery of sorts, Elyon was her own power source. She had limitless power as long as her body could produce and handle it at the same time.

She could barely levitate off the ground right now.

The castle was in lockdown, but Caleb and Raythor had wanted at least the missing walls of the throne room repaired, so a hand full of trusted contractors and workers were let in. Will and the girls were doing all the heavy lifting and, once all the preparations were done, the workmen would take over.

The weather wasn't helping much; there was a strange storm in the air, passing even between realms and clouding the skies on both Meridian and Earth. The smell of rain and thunder had transited with them when they had first flown to the castle hours ago. And, still, the grey clouds rumbled loud with the promise of rain and an icy frost fills the biting, blowing wind.

When the sky gave a wicked crack, and finally the first fat drops of rain started to fall heavily around them, the girls paused at their work.

"This isn't right," Irma said. "It's the same storm from Heatherfield."

"Yeah," Hay-Lin closed her eyes. "The wind is singing the same song too." She opened them and Will caught the way her eyes darted to her for a moment. Taranee caught the look and she glanced at Will as well.

What was with them? Ever since Will's birthday the two of them seemed strange, distant even. Not like they were trying to cut ties with her, but just hovering out of her reach. Quite a few times they both looked like they wanted say something to her but stopped themselves. Cornelia and Irma were both the same, so she wanted to say that it wasn't about what happened with Xin Jing. But Will had always had a knack for telling where the source of trouble was (as long as it wasn't about her parents dating lives) and she knew she couldn't rule it completely out.

"Ah, my hair!" Cornelia cried as she tried to maintain her curls. Quickly, she lifted a piece of cut marble and had it hover over her as a shield.

Taranee pouted as the girls all gathered under the marble. "Good. That's what you get."

"Oh don't be such a sour puss!" Cornelia chided and started the same argument her and Taranee had been having for _days_. "I like him and he likes me."

"But we went over this already!" Taranee whined with frustration and Will could hear the sizzle of water being heated on her skin. "You can't date Peter! He's. My. _Brother_."

Cornelia gave a wicked grin as she countered, "So that means he can't be hot?"

Taranee froze and shuddered. "Ew. Just ew."

With a wicked grin of her own, Irma hummed out, "_You know_, if me and Andrew weren't a couple I'd hit that."

Taranee slammed her hands over her ears. "I'm not hearing this!"

Seeing that Taranee took the bait, Irma inched closer to her. "Oh, _man_! Have you seen his body? That man works out. Mmm, what I wouldn't give to have a taste of that chocolate!"

"Ew!" Taranee cried as she shot off like a rocket into the rain with Irma gleefully chasing after her yelling out all of Peter's _best_ features.

With a mighty thud the marble awning was tossed aside as Cornelia followed after then.

"Don't forget his eyes!" Cornelia called, sounding really concerned. "And his smile! And his laugh! And how good he smells!"

Will couldn't help but laugh. After Cornelia's break up with Caleb months ago she though the girl may never love again with how crushed she was. And, while she did try and date Peter before, this time was clearly different. Cornelia was dating him as _herself_. No magic, no lies. As much as Will loved Caleb, there was a part of her that could see Peter was good for the Earth Guardian.

He was _normal_ and Cornelia could be _normal_ around him. No talks about magic or Meridian. He got her jokes and she got his. They were both humans from Earth worrying about things that didn't decide the fate of the universe every few months.

There was something more with Peter too. Will was sure that Cornelia had loved Caleb but now… now she was shy and nervous and brave all at once. She lost her bravo around him and her smiles were heart achingly sweet. There was just something _there_.

As much a Taranee didn't like it, she saw it too. How _easy_ it was between them; even when they argued they found middle ground, if only for the sake of not being mad at each other.

Compromise.

Will could remember when she had though you shouldn't need to compromise in a relationship; that either it worked or it didn't and you moved on. But wasn't compromise better than leaving someone you cared about? Wasn't it better to push aside your ego for one freaking moment to think of the others feelings?

That was why it didn't work with Caleb and Cornelia; they both couldn't give and Caleb saw that. So he stopped it before things became too serious.

So, why couldn't Will be that strong? What had she done for Matt, for Phobos? They had _both_ given her more than she had given them.

_Matt's been loyal and honest. He's the perfect guy. Phobos'… has given me his freedom. He has kept this thing between us a secret because he knows it will ruin me if it gets out. Maybe I should… It would be simpler if I…._

"Will?" Hay-Lin was in front of her. An air bubble was around them, blocking out the now pelting rain. "Are you okay?"

"Yeah," she said as she cleared her head. "No worries." She put on her best smile but Hay-Lin only watched her with strangely wide eyes.

"You're so sad," Hay-Lin near whispered.

"It's all this rain! Gloom everywhere," she laughed out while scratching her head.

"No…" her friend said softly. "Not just today, but for a long time." Dang her empathy powers!

Will's smile fell, not knowing what to say that would please her. That's how it went, wasn't it? What answer will please everybody but herself?

"I… I guess I've been out of it? I don't know… what do you want me to say?" She sighed out with a light shrug. There was something unnervingly off with the way Hay-Lin was meeting her gaze.

Then Hay-Lin closed her eyes and lifted her arms. "The wind is singing for _you_," she said and Will felt her heart stop. The wind bubble swirled faster around them and suddenly the air was tinted with strips of colored light. "It's calling for you." The colors mixed and, as they did, music hummed to life; one note, then two and three and so many more. Until a voice chimed out, frightfully beautiful and familiar. It sighed out unintelligibly, but the sound echoed in her heart and surfaced an old memory.

Murmurers.

"_Will," _The air sung in a long wistful cord. _"Will." _Then, with strength that was painfully familiar. _"You are not alone in this." _

He was thinking about her.

With emotions strong enough that it crossed across the natural connection between their worlds. She was sure what she was hearing was a magnification of his thoughts and feelings; as magic tended to inflate and feed off them. But it the fact he was even doing so in the first place made her feel… strong? Good? Happy?

Some the gloom had cleared from her heart knowing he was in the same state as she was. Plus, never in a thousand years would he admit he was _pinning_ for her. That man was to full of himself sometimes.

_We are idiots, huh?_ she though with a smile.

"It's pretty. Where is it from?" Will ventured carefully. She wasn't sure if her friends had picked up 'emotion equals weather' with Phobos like she did, and wasn't willing to clue Hay-Lin in on it at the moment.

Hay-Lin watched her with a hawk like gaze that didn't belong to the normally carefree girl.

"Phobos."

The shock on Will's face was real. She hoped Hay-Lin though it was from hearing it was from Phobos and not that Hay-Lin knew.

"We know he has a crush on you."

In Will's head, a sane part of her laughed at the absurdity of all this. That Hay-Lin would know _now_, right after everything that just happened. But, as they say, when it rains it pours, and the dark clouds above her weren't full of marshmallows.

"What?" Again, there was no faking the amount of surprise she was feeling. She was starting to feel a bit lightheaded and she could feel the Heart push at her, wanting her attention like a needy child. For a moment, fearing a repeat round from Xin Jing, Will turned her attention inward towards the Heart and was flooded with memories; memories of the night before her birthday.

Like a poor game of Tetris, pieces fell on top of each other, leaving gaping holes in their wake, but still climbed relentless forward to the top; building something that was a mockery of what it should be, but ended the game none-the-less.

_"...He had feelings for Will."_

_"Does Will have... __feelings__ for him?"_

_"I don't know…"_

All the while Hay-Lin continued speaking, "We talked to him."

_"__I can assure you. I have never put her under any spells that would alter her feelings towards me, nor do I __like__ her. In fact, she is the very bane of my existence."_

"And we get why you would keep this from us…"

_"__Like I said. She is… different."_

"It's like super creepy…"

More pieces fell, older and forgotten. This wasn't the first time he's brought her back, was it? Before with Cedric….

_She saw with uncaring eyes and heard with deaf ears. If she stayed like this then she could be happy. Free from everything. _

_Everything but her want. Her want for him. For his touch, his hold, his kiss, his voice. _

_If she found her other body she could feel him. Touch him. Kiss him. _

Taranee chose that moment to dart into the still singing bubble and Will was snapped from her memories as Taranee threw her arms around her and pouted.

"They were driving me crazy!" Taranee cried, but quickly caught the mood between them and pulled away from Will, frowning as she looked around at the colorful bubble. "Is everything okay?" she asked as she caught Hay-Lin's eye.

Hay-Lin ducked her head and fingered a few strands of her hair. "Ah… I was telling her about… how we know Phobos likes her."

Taranee gave a violent shudder that Will knew wasn't from the rain.

Taranee knew too? Sheesh, anybody else happen to know her biggest, darkest secret?

"Ew—I'm mean, uh, yeah, _ew_." Taranee gave Will a hard look. "You should have told us he was trying to_… get with you_." She shuddered once more with a hard whisper, like speaking the words too loud would force her to mentally picture them. It probably did, if Will's own imagination was anything to go by. "There were clues I guess; the bookstore, the kiss, always capturing you but never hurting you."

That… was true. How many times was she thrown into his dungeon with him giving her no more than a long winded speech? They only times he hurt her directly were on the battlefield. They had always had a strange truce between them; when one was clearly down-and-out the other always backed off. Why?

"Look on the bright side!" Hay-Lin chirped. "We can help you steer clear of him! I've noticed you get all super stressed-out when you have to do stuff with him. Now that we know, we can baby sit him!"

"Or punch him in the face for looking at you," Taranee said with rather dark humor.

Oh, her sweet, sweet, stupid friends. Even now they gave her the benefit of the doubt.

All Will had to do was nod her head. She didn't even have to lie, just nod and maybe crack a joke.

Just nod.

Just….

"Do you remember," she blurted out. "When we beat Cedric?" Her heart was pounding in her ribcage, but her mouth couldn't be stopped. She had been silent for far too long.

_This_ was what she could do for him. What she could do for all of them. The truth was all she could give.

Please let it be enough.

"Yeah…?" Taranee said as Hay-Lin nod slowly, confused at her saddened eagerness.

"Do you remember being in our Zenithed states?"

Hat-Lin gave a shrug. "A little I guess. It's kinda fuzzy…" It was still choppy for her too, but hopefully a push in the right direction would jumpstart things.

Will took a deep breath and went on; "T-This is important. Please, try and really remember. Hay-Lin, you said I'm sad? Well I was sad then too, remember?" This would be a lot easier if they could remember how _deep_ her feelings ran and for how long.

Taranee's brow knitted together. "_Yeah_, I remember. You were upset because you…" Taranee's eyes shot widen as Hay-Lin picked up the end of her sentence.

"…Loved someone?" Hay-Lin bit her lip as she was clearly fighting the truth.

Will took another deep breath. "I wasn't taking about Matt."

Hay-Lin's shield fell as her control broke and ice cold water soaked them in mere seconds. Her hands covered her mouth as she gasped. Taranee had hers balled to her side, with her body tight and shaking. Will could see all the emotions she feared dance in both their eyes; confusion, fear, betrayal, hurt, anger, sadness, and so many more.

Then Taranee punched her.

Out of the four of her friends, she was the closest with the Fire Guardian. They both knew what it felt like to tag along with an already defined group. Taranee made sure Will always felt included.

While Cornelia, Irma, and Hay-Lin may just be friends by chance—because the Heart had chosen a stranger to lead four friends—and _maybe_ Irma was just easy going enough to hang out with the new girl on her own a few times here and there. And _maybe_ Hay-Lin was sweet enough to make passing friends with her. And _maybe_ Cornelia would have whispered gossip her way every now and then. Will knew Taranee and she were just awkward enough to find each other without it being life and death and magic and everything else that forced the five of them to work as one.

Even with that thought, the look on Hay-Lin's face tore _just_ as deep as Taranee's hit.

Taranee dashed off and Hay-Lin sent Will one more torn look before chasing after her. It took everything in her power not to go after them. She reasoned they would find her on their own once they cooled down.

Looking around, she saw she was alone in the throne room and, with a heavy heart, fluttered her wings and flew away.

* * *

Will was numb by the time she found an empty balcony to perch on, both from her confession and the icy rain. She knew where she would have liked to spend what could be her final minutes as a Guardian, but _that_ was not a good place to be if they came looking for her.

Will sat with her arms wrapped around her legs and chin on her knees. The clouds over head were just starting to clear and beams of light were breaking through the gray clouds, lighting up the town below. Yet, even as the warm light dappled across her bare skin, she still felt cold.

_Maybe we can share a cell?_

Can they lock her up for her this? It's not like she's done anything wrong.

Will gave a small smile, knowing how things will play out. Fear was one hell of a motivator and, even if her friends still trusted her enough to cast her off powerless on Earth to live her days out with a bland, normal life, the Oracle was _another_ issue.

Even Elyon might not be that understanding.

This was Phobos after all.

And if they though, even for a second, she might try and free him… because banishing her Earth wouldn't be enough to stop her if that was her goal. She knew who carried Earth's heart and she was forever touched by quintessence. Even with the Heart taken from her, she would still be able to twist magic to her will with her life-force.

_Like Nerissa_.

If they did locked her up, what would they tell her family? They could use magic and fake her death. Or even just let her family think she ran away or was kidnapped. If her mother or father ever got even _close_ to the truth of what happened to her, they wouldn't believe it.

The thought of missing her brother's first steps and first words were upsetting, more so than she would have guessed at one point.

And Serena….

When her father and stepmother had visited her to wish her a happy birthday, Will could sense a small spark of quintessence in Serena; the same spark that had flicker in Susan's belly before she had realized she was pregnant. Not seeing what that sparked turned into was _not_ an option.

No matter what may come, she would not be separated from her family. For that, she would fight.

The clank of armor against stone made Will's muscles tense, but she relaxed once she noted only one set of footsteps; they would send more than _one_ guard for her.

"Guardian Will," Raythor called with concern. "Is everything alright? Cornelia and Irma are looking for you and the others…" he trailed off, trying not to pry or maybe not to over steps his boundaries with her.

Will wasn't sure how she was exactly seen with the people of Meridian. A hero, sure, but beyond that? Were the Guardian seen as servants to the Queen or as equals? Because Will highly doubted she was the knelling type.

Will didn't trust her voice and merely shrugged. She jumped as something heavy was draped over her shoulders, already warm from body heat. Gently, Raythor pulled her from the ledge and Will held his cloak around her shoulders as he guided her inside. She let her form fade (careful to leave the paths open to her friends) and followed Raythor like a lost pup.

The scrap of stone on stone made her look up and see a section of a stonewall slide away to reveal a narrow passage. Raythor caught her eye and grinned.

"These are the servant's passages, not even the Queen knows about them." He winked down her. "Can't let her Highness know _everything_."

Ah, so servant after all?

Will pushed aside her bleaker thoughts seeing that Raythor was only trying to cheer her up.

The servant's passages were dark and narrow, but clean. The ground was worn smooth from use and the walls bare other than for sparingly placed glowing orbs. Will watched Raythor's broad back as they moved, feeling much like a small child following their father.

Raythor was always a strange one in Will's book. He was such a good guy, yet he followed Phobos so… faithfully. Until Phobos broke his word, that is. For someone who held honor so high, how did he even end up following Phobos in the first place?

"Raythor," she started carefully, no sure if she really wanted to know.

He turned his head slightly back. "Yes, Milady?"

"I… I always wondered something…"

"Yes?"

"Why did you… how did you ever end up following Phobos?"

"That's something the queen has asked before as well. I do not believe my answer is one that can please you, as it was not what she was looking for."

"I'm not looking for a certain answer. Just an answer."

"Very well." He pushed a section of wall, pressing down a stone, and the wall slide to the side. Heat flooded around them and a warm, sweet smells filled the air.

They emerged into the back of a kitchen and no one so much as looked up from their work as they entered from the secret hallway. Raythor moved towards the back, quickly grabbing a plate of sweet rolls and discreetly hiding them in such a way that Will was sure he would get hell from the cooks if he was caught.

Slipping out a backdoor, Will was a little surprised to see that they were outside. Before them laid the royal gardens that bloomed all year long thanks to Elyon's magic and Will noticed that, even though there was just a rain storm, a good deal of the plants looked a bit droopy and dull in color.

Along the wall was a stone bench that Raythor motioned for her to sit at and he sat beside her, placing the warm basket between them. Will took one and just held the soft bread, enjoying the heat in her hands.

Raythor slowly ate a loaf as he stared out at the sunlit garden and once he picked up his second one he sighed out, "He is an honorable man."

Will smashed down any reaction she might have had and let him talk uninterrupted.

"At least, he was… a long time ago. But I fear the magic that he calls on, that keeps him young, has twisted him. I do not mean to say he was like his sister in countenance, but he was not as he is now.

"For a long time it looked like he was destined for the throne and it was not an ill thing. He was like his grandmother, strict and to the point. But he had his grandmother's pride too; arrogant." Raythor sighed again. "There is lot you do not know; a lot that the Queen herself does not know, as it will only give sympathy to one who does not deserve it. So I will tell you only what I told her.

"Under Queen Weira's rule, Elyon's mother, there was peace, but that does not mean there were not hardships. Those with human forms, resembling the royal family, have always looked down on those with beast like ones. That's why those with magic, like Cedric and Miranda, learn to twist their life-force to conceal themselves. I am sure you have noticed what manner of beings surrounded Prince Phobos? Always the rejects to proper society.

"The late queen was blind to their plight, to their suffering, but the Prince saw it. For years Phobos fought with his mother, to open her eyes, and he turned to darker magic when he did not get his way. When Queen Weira and consort Zanden disappeared, it was from fear of Phobos. Fear of leaving the kingdom in his care and what would happen once the Heart was passed on to him. By law the first born daughter is the heir and, either by luck or magic, they conceived one.

"But, ah, you know the rest and you wished to know my story," Raythor said with a tight smile.

"I am a half-breed. Unable to call upon magic and lacking a strong physical form. I worked in the castle all my life and I saw how easily those like me were cast aside. My father, the captain of Queen Weira's guard, trained me in hope that one day I would take his place. That was something of a dream for him… but Phobos saw my skill where others only saw my race.

"He was honorable and I made an oath to serve him the day he made me his personal guard. The day he felt no shame to be seen with a half-breed at his side. My Lord was a good man once, and we are all lesser without that man today."

Will pressed the loaf to her mouth and took a bite, chewing it slowly before speaking, "Raythor… I have another question."

"Yes?"

"Can I trust you?"

He made a shocked sound. "Of course, Milady! After everything you have done, to even ask is absurd."

Will turned and gave him an even stare, seeing his sincerity, but still needing more. "I know you trust me, but can you keep a secret? Well… it might not be a secret for much longer."

Seeing his apprehension, she added, "This isn't anything that would go against your oath to Elyon… just a secret between… friends. Because I need to know I'm not crazy."

Slowly, he nodded.

Will realized she was picking apart the loaf in her hand and tossed the remains aside. A few bold birds landed and quickly stole away with the pieces.

"Can you take me to see Phobos? I know his guard has been increased with what happened the other night…"

Raythor stood, watching her with a hard gaze, and nodded again.

* * *

The guards left with no objection when Raythor said he wished for some privacy with the prisoner. With Raythor's cloak covering her, the guards only gave her a passing glance as they left. She willed the Heart to mask her location from anyone who came looking for her, as her friends confronting her here would not be a very good idea.

"Phobos," Raythor barked. "Someone's here to see you."

"Oh?" Came a familiar haughty sigh and Will couldn't help but roll her eyes. "Someone's here for _me_? How honored am I," he drawled sarcastically as the inner curtains pulled back to reveal him. He was the same as when she last saw him, but she could see slight bags forming under his intense blue eyes.

For a moment Phobos gave Raythor a heated glare before noticing her. Even with her masking her magic and the hood covering her, he still recognized her. She could tell by the way his eyes softened and shoulders eased.

"Will," he greeted, far too fondly, before he caught himself and sent a halfhearted glare her way.

Raythor was looking between them with a frown on his face.

Alright, she came this far so she might as well do some damage control. She didn't want Elyon or Caleb to be the ones to tell him she'd been banished (or worse) without some kind of heads up.

Walking closer to the cell, Will dropped her hood and gave him a smile. It was weak, but it was the best she could manage at that point.

"Phobos," she sighed, not trying to mask the happiness and longing in her voice. Phobos frowned, looking at Raythor, before locking eyes with her.

He seemed to debate with himself before asking her, "What is wrong?"

She stopped in front of him, tilting her neck back to meet his eyes.

"Nothing. Maybe nothing."

His eyes narrowed.

"Tell me."

Will looked down as she felt her stomach twist. "It's Taranee and Hay-Lin…"

Phobos let out a small, annoyed huff. "The Fire and Wind Guardians? Those two only know half the matter, to foolish to see it all."

Will looked up and shrugged. "Yeah, but they… confronted me and I couldn't lie. Not to their faces. They… didn't take it well." She took a deep breath. "I just came here to ask, no matter what happens, for you not to interfere."

In a flash Phobos' face flickered through a cascade of emotions and, like always, settled on the anger he was feeling.

"I have been not 'interfering' for months," he harshly bit out. "I have been locked in this wretched place because of _you_, and now you want me to sit here and let the Oracle do as he pleases with you?" He barked a laugh. "To sit aside as he locks you away? Somewhere so far and dark I will never be able to find you?" He growled, voice slightly panicked, and grabbed ahold of the bars. She felt the room's power flare as the seals activated, clearly seeing his actions as an escape attempt.

She was sure he was going to hurt himself so her hands quickly darted through the bars, pulling his face down to hers, and kissed him. He instantly let go of the bars in favor of her and the room powered down.

There was a shocked gasp behind her, but she didn't care. Not with Phobos' lips smashed against hers and his arms around her waist, making lightening rip through her body and heat pool in her gut.

When she pulled away it felt too soon, but she still forced herself to back away.

"Phobos, I came here because I needed you to hear this from me. What… this is?" She waved her hand between them. "What I feel for you, and you me, is a moot point, you know? You'll always be you and I'll never be in a place where that's… okay. And I've never been a girl who thinks she can change her man into someone else.

"It's the saddest thing in the world to me that your place is behind bars and that mine is to make sure you stay there."

She reached out and kissed him again.

It was a last kiss; slow and sweet, lingering and so very heartbreaking. When they broke apart they didn't pull away and his ice blue eyes bore deep into hers. It was his nature to fight; to deify all that opposed him, and as long as he saw her as something meaningful to him—a lover, a companion, a friend, and something that wrapped all three into one—he would not bow down on words alone.

It made her oddly happy, to know he was willing to stick by her, that she really meant something to him.

But what can they have together?

What future is there for a fallen prince and the Guardian of magic itself?

Nothing, but she would always wish it wasn't true; that her life was secretly a fairytale.

Yet, if it was, she would have fallen for a good prince, a charming one that made people smile and laugh, not a bad one that made only her smile; that made only her laugh and roll her eyes at his posturing and pigheadedness. Where only she could see the spark of the man Raythor mourned the lost of still inside of him.

Still, a fairytale ending _would_ be nice.

Will wasn't sure how long she stood with her head press against Phobos'; with her hands cupping his neck, feeling the hard beat of his heart underneath her palms, and his tangled deep in her ruby hair.

When she pulled away she managed a smile and his eyes were flashing, anger breaking into something that made her heartache. So she turned and left, Raythor silently falling in line behind her as Phobos called out, "She has done nothing wrong."

She could hear Raythor's steps falter before he returned with a grim tone in his voice, "I know."


End file.
